(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

David Yeres, Esq.

Clifford Chance US LLP

31 West 52nd Street

New York, NY 10019

Ira Shapiro, Esq.

Barclays Global Investors, N.A.

45 Fremont Street

San Francisco, CA 94105

Sara Hanks

Clifford Chance US LLP

2001 K Street, NW

Washington, DC 20006

Approximate date of commencement of proposed sale
to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

CALCULATION
OF REGISTRATION FEE

Title of each Class of

Securities to be Registered

Amountto beRegistered

ProposedMaximumOffering PricePer iShare(1)

ProposedMaximumAggregate

Offering Price(1)

Amount ofRegistrationFee

iShares

13,000,000

$

72

$

936,000,000

$

110,167.20

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(d) under the Securities Act of 1933. The initial amount of silver to be deposited in
exchange for a Basket of iShares (a Basket consists of 50,000 iShares) is 500,000 ounces of silver, equivalent to 10 ounces per iShare. The price of silver used to calculate the proposed maximum offering price per share is based upon the London Fix
on June 13, 2005 ($7.20 per ounce of silver). (London Fix is the price for an ounce of silver set by three market making members of the London Bullion Market Association at approximately 12:00 noon, London time on each working day).

The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities
Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be
sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and the Sponsor and the Initial Purchaser are not soliciting an offer to
purchase these securities, in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY, Subject to Completion [  ], 2005

13,000,000 iShares®

iShares Silver Trust

The iShares Silver Trust issues shares representing fractional undivided beneficial interests in its net assets. The assets of the trust consist primarily
of silver held by the custodian on behalf of the trust. The objective of the trust is for the shares of the trust, called iShares®, to reflect the
price of silver owned by the trust less the trusts expenses and liabilities. The iShares are listed and trade on the American Stock Exchange (the AMEX) under the symbol SLV. Market prices for the iShares may be
different from the net asset value per iShare. Barclays Global Investors International Inc. is the sponsor of the trust, The Bank of New York is the trustee of the trust, and JPMorgan Chase Bank N.A., London branch, is the custodian of the trust.
The trust is not an investment company registered under the Investment Company Act of 1940. The trust is not a commodity pool for purposes of the Commodity Exchange Act, and its sponsor is not subject to regulation by the Commodity Futures Trading
Commission as a commodity pool operator, or a commodity trading advisor.

The trust intends to issue iShares on a continuous basis. The trust issues and redeems iShares only in blocks of 50,000 or integral multiples thereof. A block of 50,000 iShares is called a Basket. These
transactions take place in exchange for silver. Only registered broker-dealers that become authorized participants by entering into a contract with the sponsor and the trustee may purchase or redeem Baskets. iShares will be offered to the public
from time to time at prices that will reflect, among other things, the price of silver and the trading price of the iShares on the AMEX at the time of the offer.

On [  ], 2005, the London Fix was $[  ] (London Fix is the price per ounce of silver set by three market making
members of the London Bullion Market Association at approximately 12:00 noon, London time, on each working day).

Except when aggregated in Baskets, iShares are not redeemable securities.

Neither the Securities and Exchange Commission (SEC) nor any state
securities commission has approved or disapproved of the securities offered in this prospectus, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The iShares are not interests in nor obligations of the sponsor, the trustee
or the Initial Purchaser identified below. The iShares are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

iShares is a service mark of Barclays Global Investors, N.A.

On [  ], 2005, Barclays Capital Inc., also called the Initial Purchaser, deposited with the custodian, for the benefit of the trust, 1,500,000 ounces of silver as consideration for three Baskets, which we will refer to as the
initial Baskets, comprising 150,000 iShares with a per-iShare purchase price of 10 ounces of silver. Delivery of the initial Baskets to the Initial Purchaser is expected to take place on or about [  ], 2005.

The Initial Purchaser intends to offer to the public these 150,000 iShares at
a per-iShare offering price that will vary depending, among other factors, on the price of silver and the trading price of the iShares on the AMEX at the time of the offer. iShares offered by the Initial Purchaser at different times may have
different offering prices. The Initial Purchaser will not receive from the trust, the sponsor or any of their affiliates any fee or other compensation in connection with the sale of the iShares. The Initial Purchaser may receive commissions or fees
from investors who purchase iShares through their commission- or fee-based brokerage accounts in amounts between $0.00 and $0.08, per iShare.

This prospectus includes statements which relate to future events or future performance. In some cases, you can identify such forward-looking statements by terminology such as may, should,
expect, plan, anticipate, believe, estimate, predict, potential or the negative of these terms or other comparable terminology. All statements (other than statements
of historical fact) included in this prospectus that address activities, events or developments that may occur in the future, including such matters as changes in commodity prices and market conditions (for silver and the iShares), the trusts
operations, the sponsors plans and references to the trusts future success and other similar matters are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements
are based upon certain assumptions and analyses made by the sponsor on the basis of its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances.
Whether or not actual results and developments will conform to the sponsors expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this prospectus, general
economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. See Risk Factors.
Consequently, all the forward-looking statements made in this prospectus are qualified by these cautionary statements, and there can be no assurance that the actual results or developments the sponsor anticipates will be realized or, even if
substantially realized, that they will result in the expected consequences to, or have the expected effects on, the trusts operations or the value of the iShares. Moreover, neither the sponsor, nor any other person assumes responsibility for
the accuracy or completeness of the forward-looking statements. Neither the trust nor the sponsor is under a duty to update any of the forward-looking statements to conform such statements to actual results or to a change in the sponsors
expectations or predictions.

GLOSSARY

In this prospectus, each
of the following terms has the meaning set forth below:

AMEX  The American Stock Exchange LLC.

Authorized Participant  A person who, at the time of submitting to the trustee an order to create or redeem one or more Baskets (1) is a registered broker-dealer, (2) is a DTC Participant or an Indirect Participant, and
(3) has in effect a valid Authorized Participant Agreement.

Authorized Participant Agreement  An agreement entered into by each Authorized Participant, the sponsor and the trustee which provides the procedures for the creation and redemption of Baskets.

Basket  A block of 50,000 iShares or such number of iShares
as the trustee, in consultation with the sponsor, may from time to time determine.

Basket Silver Amount  The amount of silver (measured in ounces), determined on each Business Day by the trustee, which Authorized Participants must transfer to the trust in exchange for a Basket, or
will receive in exchange for each Basket surrendered for redemption.

Business Day  Any day other than (i) a Saturday or a Sunday, or (ii) a day on which the AMEX is closed for regular trading.

CFTC  Commodity Futures Trading Commission, an independent agency with the mandate to regulate commodity futures and option markets in
the United States.

COMEX  The exchange market on silver futures contracts operated by Commodity Exchange,
Inc., a subsidiary of New York Mercantile Exchange, Inc.

Commodity Exchange Act  The United States Commodity Exchange Act of 1936, as amended.

Custodian  JPMorgan Chase Bank N.A., a national banking association, acting through its London branch.

Custodian Agreement  The agreement between the trustee and
the custodian governing the custody of the trusts silver.

DTC  The Depository Trust Company, a limited purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the United States
Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.

DTC Participant  An entity which, pursuant
to DTCs governing documents, is entitled to deposit securities with DTC in its capacity as a participant.

ERISA  The Employee Retirement Income Security Act of 1974, as amended.

Exchange Act  The United States Securities Exchange Act of 1934, as amended.

FSA  The Financial Services Authority, an independent
non-governmental body which exercises statutory regulatory power under the FSM Act.

Indirect Participant  An entity which has access to the DTC clearing system by clearing securities through, or maintaining a custodial
relationship with, a DTC Participant.

IRA 
Individual retirement account.

IRS  Internal
Revenue Service.

iShares  Units of
fractional undivided beneficial interest in the net assets of the trust which are issued by the trust.

LBMA  The London Bullion Market Association, a trade association that acts as the coordinator for activities conducted on behalf of its
members and other participants in the London bullion market.

London Fix means the price for an ounce of silver set by three market making members of the LBMA at approximately 12:00 noon, London time, on each working day.

London Good Delivery Bar  A bar of silver meeting the London Good Delivery Standards.

London Good Delivery Standards  The specifications for
weight, dimensions, fineness (or purity), identifying marks and appearance of silver bars as set forth in The Good Delivery Rules for Gold and Silver Bars published by the LBMA.

NAV  Net asset value per iShare. See Business of the
Trust  Valuation of Silver; Computation of Net Asset Value for a description of how the net asset value of the trust and the NAV are calculated.

Non-U.S. Shareholder  A shareholder that is not a U.S. Shareholder.

OTC  The global Over-the-Counter market for the trading of silver which consists of transactions in spot,
forwards, and options and other derivatives.

Ounce
 A troy ounce, equal to 1.0971428 ounces avoirdupois, with a minimum fineness of 0.999. Avoirdupois is the system of weights used in the U.S. and Great Britain for goods other than precious metals, gems and drugs. In that system, a
pound has 16 ounces and an ounce has 16 drams.

Plans  Employee benefit plans and certain other plans and arrangements, including individual retirement accounts and annuities, Keogh plans, and certain collective investment funds or insurance company general or separate
accounts in which such plans or arrangements are invested, that are subject to ERISA and/or Section 4975 of the Code.

SEC  The Securities and Exchange Commission.

Securities Act  The United States Securities Act of 1933, as amended.

Tonne 
One metric tonne which is equivalent to 1,000 kilograms or 32,150.7465 troy ounces.

Trust  The iShares Silver Trust, a New York trust formed pursuant to the Trust Agreement.

Trust Agreement  The Depositary Trust Agreement dated [ ], 2005 among the sponsor, The Bank of New York, the
registered and beneficial owners from time to time of iShares and all persons that deposit silver for creation of iShares under which the trust is formed.

Trustee  The Bank of New York, a banking corporation organized under the laws of the State of New York with trust powers.

Unallocated  Silver is said to be held in unallocated form
at a custodian when the person in whose name silver is so held is entitled to receive delivery of silver in the amount standing to the credit of that persons account, but that person has no ownership interest in any particular silver that the
custodian maintaining the account owns or holds. In contrast, silver is held in allocated form when specific bars of silver held by the custodian are identified as the property of the person holding the allocated account.

U.S. Shareholder  A Shareholder that is (1)
an individual who is treated as a citizen or resident of the United States for United States federal income tax purposes; (2) a corporation or partnership created or organized in or under the laws of the United States or any political subdivision
thereof; (3) an estate, the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or (4) a trust, if a court within the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust, or a trust that has made a valid election under applicable Treasury Regulations to be treated as a domestic
trust.

Although
the sponsor believes that this summary is materially complete, you should read the entire prospectus, including Risk Factors beginning on page 7, before making an investment decision about the iShares.

Trust Structure, the Sponsor, the Trustee and the Custodian

The trust was formed on [  ], 2005 when the sponsor and The Bank of New York signed the Depositary Trust Agreement (Trust Agreement) and an initial deposit of silver was made in exchange for the
issuance of three Baskets. The purpose of the trust is to own silver transferred to the trust in exchange for shares issued by the trust (iShares). Each iShare represents a fractional undivided beneficial interest in the net assets of
the trust. The assets of the trust consist primarily of silver held by the custodian on behalf of the trust. However, there may be situations where the trust will unexpectedly hold cash. For example, a claim may arise against a third party, which is
settled in cash. In situations where the trust unexpectedly receives cash or other assets, no new iShares will be issued until after the record date for the distribution of such cash or other property has passed.

The trust issues iShares only in Baskets of 50,000 or integral multiples
thereof. Baskets of iShares may be redeemed by the trust in exchange for the amount of silver corresponding to their redemption value. Individual iShares will not be redeemed by the trust, but are listed and trade on the AMEX under the symbol
SLV. The objective of the trust is for the value of the iShares to reflect, at any given time, the price of silver owned by the trust at that time, less the trusts expenses and liabilities. The material terms of the trust are
discussed in greater detail under the section Description of the iShares and the Trust Agreement. The trust is not a registered investment company under the Investment Company Act of 1940 and is not required to register under such act.

The trusts sponsor is Barclays Global Investors
International Inc., a Delaware corporation and a subsidiary of Barclays Bank PLC. The iShares are not obligations of, and are not guaranteed by, Barclays Global Investors International Inc. or any of its subsidiaries or affiliates, including
the Initial Purchaser.

The sponsor has arranged for
the creation of the trust, the registration of the iShares for their public offering in the United States and the listing of the iShares on the AMEX. The sponsor has agreed to assume the following administrative and marketing expenses incurred by
the trust: the trustees fee, the custodians fee, AMEX listing fees, SEC registration fees, printing and mailing costs, audit fees and expenses and up to $100,000 per annum in legal fees and expenses. The sponsor will also pay the costs
of the trusts organization and the initial sale of the iShares, including the applicable SEC registration fees.

The sponsor will not exercise day-to-day oversight over the trustee or the custodian. The sponsor may remove the trustee and appoint a successor trustee
if the trustee ceases to meet certain objective requirements (including the requirement that it have capital, surplus and undivided profits of at least $150 million) or if, having received written notice of a material breach of its obligations under
the Trust Agreement, the trustee has not cured the breach within thirty days. The sponsor also has the right to replace the trustee during the ninety days following any merger, consolidation or conversion in which the trustee is not the surviving
entity or, in its discretion, on the fifth anniversary of the creation of the trust or on any subsequent third anniversary thereafter. The sponsor also has the right to approve any new or additional custodian that the trustee may wish to appoint.

The trustee is The Bank of New York and the custodian is
JPMorgan Chase Bank N.A., London branch.

The trustee is
responsible for the day-to-day administration of the trust. The responsibilities of the trustee include (1) processing orders for the creation and redemption of Baskets; (2) coordinating with the custodian the

receipt and delivery of silver transferred to, or by, the trust in connection with each issuance and redemption of Baskets; (3) calculating the net asset
value and the adjusted net asset value of the trust on each business day; and (4) selling the trusts silver as needed to cover the trusts expenses. For a more detailed description of the role and responsibilities of the trustee see
Description of the iShares and the Trust Agreement and The Trustee.

The custodian is responsible for safekeeping the silver owned by the trust. The custodian is appointed by the trustee and is responsible to the trustee only. The general role and responsibilities of the custodian are
further described in The Custodian. The custodian has no obligation to accept any additional delivery on behalf of the trust if, after giving effect to such delivery, the total value of the trusts silver held by the custodian
exceeds $1 billion. If this limit is exceeded, it is anticipated that the trustee, with the consent of the sponsor, will retain an additional custodian. If an additional custodian becomes necessary, the trustee will seek to hire the additional
custodian under terms and conditions substantially similar to those in the agreement with JPMorgan Chase Bank N.A., London branch. However, because the agreement with the additional custodian will only be negotiated when the need for the additional
custodian arises, it may not be possible for the trustee to locate at that time an additional custodian that agrees to exactly the same terms of the agreement with JPMorgan Chase Bank N.A., London branch. As a result, the new agreement may differ
from the current one with JPMorgan Chase Bank N.A., London branch, with respect to issues like duration, fees, maximum amount of silver that the additional custodian will hold on behalf of the trust, scope of the additional custodians
liability and the additional custodians standard of care.

Trust Objective

The objective of
the trust is for the value of the iShares to reflect, at any given time, the price of silver owned by the trust at that time, less the trusts expenses and liabilities. The trust is not actively managed. It does not engage in any activities
designed to obtain a profit from, or to ameliorate losses caused by, changes in the price of silver. The trust receives silver deposited with it in exchange for the creation of Baskets of iShares, sells silver as necessary to cover the trust
expenses and other liabilities and delivers silver in exchange for Baskets of iShares surrendered to it for redemption.

The iShares are intended to constitute a simple and cost-effective means of making an investment similar to an investment in silver. Although the iShares
are not the exact equivalent of an investment in silver, they provide investors with an alternative that allows a level of participation in the silver market through the securities market. An investment in iShares is:

Backed by silver held by the custodian on behalf of the trust.

The iShares are backed by silver,
identified on the custodians books in allocated and unallocated accounts on behalf of the trust and held by the custodian in England and other locations that may be authorized in the future.

As accessible and easy to handle as any other investment in shares.

Retail investors may purchase and sell
iShares through traditional brokerage accounts at prices expected to be less than the amount required for currently existing means of investing in physical silver. iShares are eligible for margin accounts.

Listed.

Although there can be no assurance that an actively traded market in the iShares will develop, the iShares
are listed and trade on the AMEX under the symbol SLV.

Because the expenses involved in an investment in physical silver will be dispersed among all holders of
iShares, an investment in iShares may represent a cost-efficient alternative to investments in silver for investors not otherwise in a position to participate directly in the market for physical silver. See Business of the TrustTrust
Objective.

Principal Offices

The
sponsors office is located at 45 Fremont Street, San Francisco, CA 94105. The trustee has a trust office at 101 Barclay Street, Floor 6E, New York, New York 10286. The custodians registered office is 125 London Wall, London, EC2Y 5AJ,
England.

The iShares represent units of fractional undivided beneficial interest in the net assets of the trust.

Use of proceeds

Proceeds received by the trust from the issuance and sale of Baskets consist of silver deposits. Such deposits are held by the custodian on behalf of the trust until (i) distributed to
Authorized Participants in connection with a redemption of Baskets or (ii) sold to pay the fee due to the sponsor and trust expenses or liabilities not assumed by the sponsor.

American Stock Exchange symbol

SLV

CUSIP

[  ]

Creation and redemption

The trust issues and redeems Baskets of iShares on a continuous basis (a Basket equals 50,000 iShares). Baskets of iShares are only issued or redeemed in exchange for an amount of silver
determined by the trustee on each day that the AMEX is open for regular trading. No iShares are issued unless the custodian has allocated to the trusts account (except for an unallocated amount of silver not in excess of 1100 ounces), the
corresponding amount of silver. Initially, a Basket requires delivery of 500,000 ounces of silver. The amount of silver necessary for the creation of a Basket, or to be received upon redemption of a Basket, will decrease over the life of the trust,
due to the payment or accrual of fees and other expenses or liabilities payable by the trust. Baskets may be created or redeemed only by Authorized Participants, who pay the trustee a transaction fee for each order to create or redeem Baskets. See
Description of the iShares and the Trust Agreement for more details.

Net Asset Value

The net asset value of the trust is obtained by subtracting the trusts expenses and liabilities on any day from the value of the silver owned by the trust on that day; the net asset
value per iShare, or NAV, is obtained by dividing the net asset value of the trust on a given day by the number of iShares outstanding on that date. On each day on which the AMEX is open for regular trading, the trustee determines the NAV as
promptly as practicable after 4:00 p.m. (New York time). The trustee values the trusts silver on the basis of that days announced London Fix. If there is no London Fix on that day, the trustee is authorized to use the most recently
announced London Fix unless the trustee, in consultation with the sponsor, determines that such price is inappropriate as a basis for evaluation. See Business of the TrustValuation of Silver; Computation of Net Asset
Value.

Trust expenses

The trusts only ordinary recurring expense is expected to be the remuneration due to the sponsor (the sponsors fee). In exchange for the sponsors fee, the
sponsor has agreed to assume the following administrative and marketing expenses of the trust: the trustees fee, the custodians fee, AMEX listing fees, SEC registration fees, printing and mailing costs, audit fees and expenses and up to
$100,000 per annum in legal fees and expenses. The sponsor also paid the costs of the trusts organization and the initial sale of the iShares, including the applicable SEC registration fees.

The sponsors fee is accrued and paid daily at an annualized rate equal to 0.50% of the adjusted net asset value of the trust. The trustee will from time to time sell silver in such
quantity as may be necessary to permit payment of the sponsors fee and of trust expenses and liabilities not assumed by the sponsor. The trustee is authorized to sell silver at such times and in the smallest amounts required to permit such
payments as they become due, it being the intention to avoid or minimize the trusts holdings of assets other than silver. Accordingly, the amount of silver to be sold will vary from time to time depending on the level of the trusts
expenses and liabilities and the market price of silver. See Business of the TrustTrust Expenses and Description of the iShares and the Trust AgreementTrust Expenses and Silver Sales.

Tax Considerations

Owners of iShares will be treated, for U.S. federal income tax purposes, as if they owned a corresponding share of the assets of the trust. They will also be viewed as if they directly
received a corresponding share of any income of the trust, or as if they had incurred a corresponding share of the expenses of the trust. Consequently, each sale of silver by the trust will be a taxable event to Shareholders. See United States
Federal Tax ConsequencesTaxation of U.S. Shareholders and ERISA and Related Considerations.

Voting Rights

Owners of iShares do not have any voting rights. See Description of the iShares and the Trust AgreementVoting Rights.

Suspension of Issuance, Transfers and Redemptions

The trustee may suspend the delivery or registration of transfers of iShares, or may refuse a particular deposit or transfer at any time, if the trustee or the sponsor think it advisable for
any reason. Redemptions may be suspended only (i) during any period in which regular trading on the AMEX is suspended or restricted, or the exchange is closed, or (ii) during an emergency as a result of which delivery, disposal or evaluation of
silver is not reasonably practicable. See Description of the iShares and the Trust AgreementRequirements for Trustee Actions.

Limitation on Liability

The sponsor and the trustee:

 are only obligated to take the actions specifically set forth in the Trust Agreement
without negligence or bad faith;

 are not liable for the exercise of discretion permitted under the Trust Agreement; and

 have no obligation to prosecute any lawsuit or other proceeding on behalf of the
Shareholders or any other person.

See Description of the iShares and the
Trust AgreementLimitations on Obligations and Liability.

Termination events

The trustee will terminate the Trust Agreement if:

 the trustee is notified that the iShares are delisted from the AMEX and are not approved for
listing on another national securities exchange within five business days of their delisting;

 holders of at least 75% of the outstanding iShares notify the trustee that they elect to
terminate the trust;

 60 days have elapsed since the trustee notified the sponsor of
the trustees election to resign and a successor trustee has not been appointed and accepted its appointment;

 the SEC determines that the trust is an investment company under the Investment Company
Act of 1940, as amended, and the trustee has actual knowledge of that determination;

 the aggregate market capitalization of the trust, based on the closing price for the
iShares, was less than $350 million for five consecutive trading days and the trustee receives, within six months from the last of those trading days, notice that the sponsor has decided to terminate the trust;

 the CFTC
determines that the trust is a commodity pool under the Commodity Exchange Act and the trustee has actual knowledge of that determination; or

 the trust fails to qualify for treatment, or ceases to be treated, as a grantor trust
for United States federal income tax purposes and the trustee receives notice that the sponsor has determined that the termination of the trust is advisable.

If not terminated earlier by the trustee, the trust will terminate in 2045, on the fortieth anniversary of its creation. See Description of the iShares and the Trust
AgreementAmendment and Termination. After termination of the trust, the trustee will deliver trust property upon surrender and cancellation of iShares and, ninety days after termination, may sell any remaining trust property in a private
or public sale, and hold the proceeds, uninvested and in a non-interest bearing account, for the benefit of the holders who have not surrounded their iShares for cancellation. See Description of the iShares and the Trust
AgreementAmendment and Termination.

Authorized Participants

Baskets may be created or redeemed only by Authorized Participants. Each Authorized Participant must be a registered broker-dealer, a participant in DTC, have entered into an agreement with
the trustee (the Authorized Participant Agreement) and be in a position to transfer silver to, and take delivery of silver from, the custodian through one or more silver accounts. The Authorized Participant Agreement provides the procedures for the
creation and redemption of Baskets and for the delivery of silver in connection with such creations or redemptions. A list of the current Authorized Participants can be obtained from the trustee or the sponsor.

Clearance and settlement

The iShares are issued in book-entry form only. Transactions in iShares clear through the facilities of DTC. Investors may hold their iShares through DTC, if they are participants in DTC, or
indirectly through entities that are participants in DTC.

SUMMARY FINANCIAL CONDITION

As of
the close of business on [ ], 2005, the date of formation of the trust, the net asset value of the trust was $[  ] and the
NAV was $[  ]. See Statement of Financial Condition elsewhere in this prospectus.

Before making an
investment decision, you should consider carefully the risks described below, as well as the other information included in this prospectus.

Because the iShares are created to reflect the price of the silver held by the trust, the market price of the iShares will be as unpredictable as the price of silver
has historically been. This creates the potential for losses, regardless of whether you hold iShares for a short-, mid- or long-term.

iShares are created to reflect, at any given time, the market price of silver owned by the trust at that time less the trusts expenses and
liabilities. Because the value of iShares depends on the price of silver, it is subject to fluctuations similar to those affecting silver prices. The price of silver has fluctuated widely over the past several years. If silver markets continue to be
characterized by the wide fluctuations that they have shown in the past several years, the price of the iShares will change widely and in an unpredictable manner. This exposes your investment in iShares to potential losses if you need to sell your
iShares at a time when the price of silver is lower than it was when you made your investment in iShares. Even if you are able to hold iShares for the mid- or long-term you may never realize a profit, because silver markets have historically
experienced extended periods of flat or declining prices.

Following an investment in iShares, several factors may have the effect of causing a decline in the prices of silver and a corresponding decline in the price of iShares. Among them:



A change in economic conditions, such as a recession, can adversely affect the price of silver. Silver is used in a wide range of industrial applications, and an economic downturn
could have a negative impact on its demand and, consequently, its price and the price of the iShares.



A significant change in the attitude of speculators and investors towards silver. Should the speculative community take a negative view towards silver, a decline in world silver
prices could occur, negatively impacting the price of the iShares.



A significant increase in silver price hedging activity by silver producers. Traditionally, silver producers have not hedged to the same extent as other producers of precious metals
(gold, for example) do. Should there be an increase in the level of hedge activity of silver producing companies, it could cause a decline in world silver prices, adversely affecting the price of the iShares.

Conversely, several factors may trigger a temporary increase in the price of silver prior to
your investment in the iShares. If that is the case, you will be buying iShares at prices affected by the temporarily high prices of silver, and you may incur losses when the causes for the temporary increase disappear. Paradoxically, one of the
causes for a temporary increase of this type would be a very enthusiastic reception of the iShares by the market. If a rush to acquire iShares results in large purchases of silver to be deposited in the trust, the price of silver may see an increase
that will subside after the initial rush comes to an end.

The amount of
silver represented by the iShares will decrease over the life of the trust due to the sales necessary to pay the sponsors fee and trust expenses. Without increases in the price of silver sufficient to compensate for that decrease, the price of
the iShares will also decline and you will lose money on your investment in iShares.

Although the sponsor has agreed to assume all organizational and certain ordinary administrative and marketing expenses incurred by the trust, not all trust expenses have been assumed by the sponsor. For example, any
taxes and other governmental charges that may be imposed on the trusts property will be not be paid by the sponsor. As part of its agreement to assume some of the trusts ordinary administrative expenses, the sponsor has agreed to pay
legal fees and expenses of the trust not in excess of $100,000 per annum. Any legal fees and expenses in excess of that amount will be the responsibility of the trust.

Because the trust does not have any income, it needs to sell silver to cover the sponsors fee and
expenses not assumed by the sponsor. The trust may also be subject to other liabilities (for example, as a result of litigation) which have also not been assumed by the sponsor. The only source of funds to cover those liabilities will be sales of
silver held by the trust. Even if there are no expenses other than those assumed by the sponsor, and there are no other liabilities of the trust, the trustee will still need to sell silver to pay the sponsors daily fee. The result of these
sales is a decrease in the amount of silver represented by each iShare. New deposits of silver, received in exchange for new iShares issued by the trust, do not reverse this trend.

A decrease in the amount of silver represented by each iShare results in a decrease in its price even if the price of silver
has not changed. To retain the iShares original price, the price of silver has to increase. Without that increase, the lower amount of silver represented by the iShare will have a correspondingly lower price. If these increases do not occur,
or are not sufficient to counter the lower amount of silver represented by each iShare, you will sustain losses on your investment in iShares.

An increase in the trust expenses not assumed by the sponsor, or the existence of unexpected liabilities affecting the trust, will force the trustee to
sell larger amounts of silver, and will result in a more rapid decrease of the amount of silver represented by each iShare and a corresponding decrease in its value.

The trust is a passive investment vehicle. This means that the value of your iShares may be adversely affected by trust losses that, if
the trust had been actively managed, it might have been possible to avoid.

The trustee does not actively manage the silver held by the trust. This means that the trustee does not sell silver at times when its price is high, or acquire silver at low prices in the expectation of future price
increases. It also means that the trustee does not make use of any of the hedging techniques available to professional silver investors to attempt to reduce the risks of losses resulting from price decreases. Any losses sustained by the trust will
adversely affect the value of your iShares.

The price received upon the
sale of iShares may be less that the value of the silver represented by them.

The result obtained by subtracting the trusts expenses and liabilities on any day from the price of the silver owned by the trust on that day is the net asset value of the trust which, when divided by the number
of iShares outstanding on that date, results in the net asset value per iShare, or NAV.

iShares may trade at, above or below their NAV. The NAV of iShares will fluctuate with changes in the market value of the trusts assets. The trading prices of iShares will fluctuate in accordance with changes in
their NAVs as well as market supply and demand. The amount of the discount or premium in the trading price relative to the NAV per iShare may be influenced by non-concurrent trading hours between the major silver markets and the AMEX. While the
iShares will trade on the AMEX until 4:15 P.M. New York time, liquidity in the market for silver will be reduced after the close of the major world silver markets, including London, Zurich and the COMEX. As a result, during this time, trading
spreads, and the resulting premium or discount on iShares, may widen.

The
liquidation of the trust may occur at a time when the disposition of the trusts silver will result in losses to investors in iShares.

The trust will have limited duration. If certain events occur, at any time, the trustee will have to terminate the trust. Otherwise, the trust will
terminate automatically after forty years. See Description of the iShares and the Trust AgreementAmendment and Termination for more information about the termination of the trust, including when events outside the control of the
sponsor, the trustee or the Shareholders may prompt the trusts termination.

Upon termination of the trust, the trustee will sell silver in the amount necessary to cover all expenses
of liquidation, and to pay any outstanding liabilities of the trust. The remaining silver will be distributed among investors surrendering iShares. Any silver remaining in the possession of the trustee after 90 days may be sold by the trustee and
the proceeds of the sale will be held by the trustee until claimed by any remaining holders of iShares. Sales of silver in connection with the liquidation of the trust at a time of low prices will likely result in losses, or adversely affect your
gains, on your investment in iShares.

There may be situations where an
Authorized Participant is unable to redeem a Basket of shares. To the extent the value of silver decreases, these delays may result in a decrease in the value of the silver the Authorized Participant will receive when the redemption occurs, as well
as a reduction in liquidity for all shareholders in the secondary market.

Although iShares surrendered by Authorized Participants in Basket-size aggregations are redeemable in exchange for the underlying amount of silver, redemptions may be suspended during any period while regular trading
on the AMEX is suspended or restricted, or in which an emergency exists that makes it reasonably impracticable to deliver, dispose of, or evaluate silver. If any of these events occurs at a time when an Authorized Participant intends to redeem
iShares, and the price of silver decreases before such Authorized Participant is able again to surrender for redemption Baskets of iShares, such Authorized Participant will sustain a loss with respect to the amount that it would have been able to
obtain in exchange for the silver received from the trust upon the redemption of its iShares, had the redemption taken place when such Authorized Participant originally intended it to occur. As a consequence, Authorized Participants may reduce their
trading in iShares during periods of suspension, decreasing the number of potential buyers of iShares in the secondary market and, therefore, the price a shareholder may receive upon sale.

The liquidity of the iShares may also be affected by the withdrawal from participation of
Authorized Participants.

In the event that one of more
Authorized Participants which have substantial interests in iShares withdraw from participation, the liquidity of the iShares will likely decrease which could adversely affect the market price of the iShares and result in your incurring a loss on
your investment.

Authorized Participants with large holdings may choose to
terminate the trust.

Holders of 75% of the iShares have
the power to terminate the trust. This power may be exercised by a relatively small number of holders. If it is so exercised, investors who wished to continue to invest in silver through the vehicle of the trust will have to find another vehicle,
and may not be able to find another vehicle that offers the same features as the trust.

The lack of an active trading market for the iShares may result in losses on your investment at the time of disposition of your iShares.

Although iShares are listed for trading on the AMEX, you should not assume that an active trading market for the iShares will develop or be maintained. If
you need to sell your iShares at a time when no active market for them exists, such lack of an active market will most likely adversely affect the price you receive for your iShares (assuming you are able to sell them).

If the process of creation and redemption of Baskets of iShares encounters any
unanticipated difficulties or is materially restricted due to any illiquidity in the market for physical silver, the possibility for arbitrage transactions by Authorized Participants, intended to keep the price of the iShares closely linked to the
price of silver, may not exist and, as a result, the price of the iShares may fall or otherwise diverge from NAV.

If the processes of creation and redemption of iShares (which depend on timely transfers of silver to and by the custodian) encounter any unanticipated
difficulties, potential market participants, such as the Authorized

Participants and their customers, who would otherwise be willing to purchase or redeem Baskets of iShares to take advantage of any arbitrage opportunity
arising from discrepancies between the price of the iShares and the price of the underlying silver may not take the risk that, as a result of those difficulties, they may not be able to realize the profit they expect. If this is the case, the
liquidity of the iShares may decline and the price of the iShares may fluctuate independently of the price of silver and may fall. Furthermore, in the event that the London market for physical silver should become relatively illiquid and thereby
materially restrict opportunities for arbitraging by delivering silver in return for Baskets of iShares, the iShares price may diverge from the value of physical silver and may fall.

As an owner of iShares, you will not have the rights normally associated with ownership of other types of shares.

iShares are not entitled to the same rights as shares issued by a
corporation. By acquiring iShares, you are not acquiring the right to elect directors, to receive dividends, to vote on certain matters regarding the issuer of your iShares or to take other actions normally associated with the ownership of shares.
You will only have the limited rights described under Description of the iShares and the Trust Agreement.

As an owner of iShares, you will not have the protections normally associated with ownership of shares in an investment company registered under the Investment Company
Act of 1940, or the protections afforded by the Commodity Exchange Act of 1936.

The trust is not registered as an investment company for purposes of United States federal securities laws, and is not subject to regulation by the SEC as an investment company. Consequently, the owners of iShares do
not have the regulatory protections provided to investors in investment companies. For example, the provisions of the Investment Company Act that limit transactions with affiliates, prohibit the suspension of redemptions (except under certain
limited circumstances) or limit sales loads do not apply to the trust.

The trust does not hold or trade in commodity futures contracts regulated by the Commodity Exchange Act (CEA), as administered by the Commodity Futures Trading Commission (CFTC). Furthermore, the trust is not a commodity pool for purposes
of the CEA, and its sponsor is not subject to regulation by the CFTC as a commodity pool operator, or a commodity trading advisor. Consequently, the owner of iShares does not have the regulatory protections provided to investors in CEA-regulated
instruments or commodity pools. Consequently, the trustee is not subject to registration as a commodity pool operator and the owners of iShares do not receive the disclosure document and certified annual report required to be delivered by a
commodity pool operator.

Neither the sponsor nor the trustee has experience
with a trust the only assets of which are expected to be silver. Their experience may be inadequate or unsuitable to manage the trust.

None of the sponsor, the trustee, or their respective management, have experience handling an investment vehicle designed to reflect, at any given time,
the value of the silver that is its only asset. If this lack of experience adversely affects the operations of the trust, the value of the iShares may also be adversely affected.

The value of the iShares will be adversely affected if silver owned by the trust is lost or damaged in circumstances in which the trust
is not in a position to recover the corresponding loss.

The custodian is responsible to the trust for loss or damage to the trusts silver only under limited circumstances. The agreement with the custodian contemplates that the custodian will be responsible to the trust only if it acts with
negligence, fraud or in willful default of its obligations under the custodian agreement. In addition, the custodian has agreed to indemnify the trust for any loss or liability directly resulting from a breach of the custodians representations
and warranties in the custodian agreement, a failure of the custodian to act in accordance with the trustees instructions or any physical loss, destruction or damage to the silver held for the trusts account, except for losses due to
nuclear accidents, terrorism, riots, acts of God, insurrections, strikes and similar causes beyond the control of the custodian for which the custodian will not be responsible to the trust.

The custodian has no obligation to replace any silver lost under circumstances for which the custodian is liable to the trust. The custodians liability
to the trust, if any, will be limited to the value of any silver lost, or the amount of any balance held on an unallocated basis, at the time of the custodians negligence, fraud or willful default, or at the time of the act or omission giving
rise to the claim for indemnification.

Any loss of silver
owned by the trust will result in a corresponding loss in the NAV and it is reasonable to expect that such loss will also result in a decrease in the value at which the iShares are traded on the AMEX.

Silver transferred to the trust in connection with the creation of Baskets of iShares may
not be of the quality required under the Trust Agreement. The trust will sustain a loss if the trustee issues iShares in exchange for silver of inferior quality and that loss will adversely affect the value of all existing iShares.

The procedures agreed to with the custodian contemplate that the
custodian must undertake certain tasks in connection with the inspection of silver delivered by Authorized Participants in exchange for Baskets of iShares. The custodians inspection includes review of the corresponding bar list to ensure that
it accurately describes the weight, fineness, refiner marks and bar numbers appearing on the silver bars, but does not include any chemical or other tests designed to verify that the silver received does, in fact, meet the purity requirements
referred to in the Trust Agreement. Accordingly, such inspection procedures may not prevent the deposit of silver that fails to meet these purity standards. Each person that deposits silver in the trust is liable to the trust if that silver does not
meet the requirements of the Trust Agreement. The custodian will not be responsible or liable to the trust or to any investor in the event any silver otherwise properly inspected by it does not meet the purity requirements contained in the Trust
Agreement. To the extent that Baskets of iShares are issued in exchange for silver of inferior quality and the trust is not able to recover damages from the person that deposited that silver, the total value of the assets of the trust will be
adversely affected and, with it, the NAV. In these circumstances, it is reasonable to expect that the value at which the iShares trade on the AMEX will also be adversely affected.

The value of the iShares will be adversely affected if the trust is required to indemnify the sponsor or the custodian as contemplated in
the Trust Agreement and the custodian agreement.

Under
the Trust Agreement, the sponsor has a right to be indemnified from the trust for any liability or expense it incurs without negligence, bad faith or willful misconduct on its part. Similarly, under the custodian agreement the custodian has a right
to be indemnified from the trust for any liability or expense it incurs without negligence, bad faith or willful misconduct on its part. This means that it may be necessary to sell assets of the trust in order to cover losses or liability suffered
by the sponsor or the custodian. Any sale of that kind would reduce the net asset value of the trust and the value of the iShares.

Proceeds
received by the trust from the issuance and sale of Baskets consist of silver deposits. Such deposits are held by the custodian on behalf of the trust until (i) distributed to Authorized Participants in connection with redemptions of Baskets or (ii)
sold to pay fees due to the sponsor and trust expenses and liabilities not assumed by the sponsor. See Business of the TrustTrust Expenses.

This section
provides a brief introduction to the silver industry by looking at some of the key participants, detailing the primary sources of demand and supply and outlining the limited role of the official sector (i.e., central banks) in the
market.

Market Participants

The
participants in the world silver industry may be classified in the following sectors: the mining and producer sector, the banking sector, the official sector, the investment sector and the manufacturing sector. A brief description of each follows.

Mining and Producer Sector

This group includes mining companies that specialize in silver and silver
production; mining companies that produce silver as a by-product of other production (such as lead, zinc, copper or gold mine production); scrap merchants and recyclers.

Banking Sector

Bullion banks provide a variety of services to the silver market and its participants, thereby facilitating interactions between other parties. Services
provided by the bullion banking community include traditional banking products as well as mine financing, physical silver purchases and sales, hedging and risk management, inventory management for industrial users and consumers and silver leasing.

The Official Sector

Unlike gold, there are no official statistics published by the International
Monetary Fund, Bank of International Settlements, or national banks on silver holdings by national governments. The main reason for this is that silver is generally not recognized as a reserve asset. Consequently, there are very limited silver
stocks held by governments. According to GFMS Limited in World Silver Survey 2005, at the end of 2004, government held silver bullion stocks total 164 Moz. Silver holdings held by the central banks and governments equal only a 10-week supply
whereas for gold it is estimated that governments hold approximately the equivalent of 10 to 12 years of supply. Recently, countries like Russia, China and India have reduced their holdings of silver.

The Investment Sector

This sector includes the investment and trading activities of both
professional and private investors and speculators. These participants range from large hedge and mutual funds to day-traders on futures exchanges and retail-level coin collectors.

The Manufacturing Sector

The fabrication and manufacturing sector represents all the commercial and industrial users of silver. Industrial applications comprise the largest use of
silver. The jewelry and silverware sector is the second largest, followed by the photographic industry (although the latter has been declining over the past several years as a result of the spread of digital photography).

The
following are some of the main historic characteristics of the silver market illustrated by the table:



Silver supply over the last ten years, including mine production, net government sales, old silver scrap, producer hedging and implied net disinvestment averaged 857.8 million
ounces (Moz) per year. Mine production averages 69 percent of total silver supply between 1995-2004.



During the period shown, old silver scrap was the second largest contributor to supply, averaging approximately 178 Moz per year, which averages 19 percent over the 10 year period
1995-2004.



During this period, a structural deficit was recorded. This gap between fabrication demand and conventional supply (mine production and recycled scrap) stood at 21.2 Moz in 2004.



Silver prices have not been hedged by producers in significant quantities.



Net government sales increased dramatically from 1998 onward, primarily due to sales by the Peoples Bank of China. Net government sales fell by 30 percent, to 61.7 Moz in
2004, and of total supply, accounted for 7 percent last year.



The biggest source of demand for silver is in industrial applications. Silver is among the best electrical and thermal conductor of all metals and is therefore used
in many electrical applications, particularly in conductors, switches, contacts, and fuses. Silver is also used in the manufacture of batteries, featuring silver alloys as the cathode. Silver, a well-known bactericide, is used in a number of
applications, including water purification systems, air-handling systems, and in a wide-range of textile and plastic

consumer products. It is also used to join metals through brazing and soldering. For the ten year time-period reflected above, silvers use in
industrial applications averaged 333.9 Moz per year.



Silver is widely used in the manufacture of jewelry and silverware. This application for silver consumed an average of 265 Moz per year over the last decade.



Silvers role in photography has been a regular component of silver demand. The photographic process is based on the presence of light-sensitive silver halide crystals,
prepared by mixing a solution of soluble silver, usually silver nitrate, with other components. Photographic film is used in radiography (its biggest use), the graphic arts, motion pictures, and in consumer photography. Silver use in photography has
averaged 210 Moz per year over the last ten years.



Silver is also used in the fabrication of coins and medals. Silver was once widely used in coinage, and many nations were on a silver standard until the 19th century. Today silver is in limited use for circulating coinage, and is used in bullion coins issued by national governments
for use by investors wishing to own physical silver in small quantities and in commemorative coins. Silvers use in coinage has averaged over 30 Moz per year from 1995-2004.

Historical Chart of the Price of Silver

The price of silver is volatile and fluctuations are expected to have a direct impact on the value of the iShares. However, movements in the price of silver in the past are not a reliable indicator of future movements. Movements may be
influenced by various factors, including supply and demand, geo-political uncertainties, economic concerns such as inflation, and real or speculative investor interest.

The following chart illustrates the changes in the London Fix silver prices from January 1985 through May 2005:

Source: LBMA

This section of the prospectus identifies movements of the silver price over
the last 20 years and the historical events surrounding these movements. For the purposes of this discussion, silver prices refers to the London Fix.

Silver prices over the 20-year period, 1985 to 2004, averaged $5.226 (in U.S. dollars) per ounce. The
intraday high in this period was reached in 1987 at $10.925, and the low was marked in 1991 at $3.548. The highest annual average was recorded in 1987 at $7.016, and the lowest annual average was seen in 1992 at $3.946. In 2004, the silver price
average $6.658, with a high spot price of $8.290 and a low spot price of $5.495. The price of silver averaged $7.011 in the first five months of 2005.

After five successive years of strong prices, silver began a general trend downward in 1985 for the next 7 years. The decline in the price of silver was
related to several factors, including profit taking by investors and speculators, reduced inflation expectations and some constriction in industrial usage. During the 1990s the fundamentals for silver prices improved, with mine production rising
only 4% from 1990 to 1999, while total fabrication demand increased by 22% during the same period. Substantial flows of silver bullion from above-ground stocks in China in 1999 impacted the silver price that year and into the early 2000s. The silver
price staged a dramatic rally in 2004, reflecting strong investor and speculator interest, and improved supply/demand fundamentals, including stronger industrial demand and lower government sales.

Between 2002 and 2004 the price of silver increased due to a number of
factors. Among such factors are the decline in the U.S. dollar against other currencies, the poor performance of U.S. and other major equities markets, a surge in investment demand in commodities as an asset class generally, strength in fabrication
demand, and the low level of forward selling by mining companies. The 2004 average price represents the first average annual price over $6.00 since 1988 and the highest annual average since that year. As indicated above, present prices and trends
are no indication of future prices. There is no assurance that the present upward trend will continue or that silver prices are not about to enter a period of decline. See Risk FactorsBecause the iShares are created to reflect the price
of the silver held by the trust, the market prices for the iShares will be as unpredictable as the price of silver has historically been.

The global trade in silver consists of Over-the-Counter (OTC) transactions in spot, forwards, and options and other derivatives, together with exchange-traded futures and options.

Over-the-Counter Market

The OTC
silver market includes spot, forward, and option and other derivative transactions conducted on a principal-to-principal basis. While this is a global 24-hour per day market, its main centers are London (the biggest venue), New York and Zurich.

According to the London Bullion Market Association, members of
the London Bullion Market Association (LBMA), the trade association that acts as the coordinator for activities conducted on behalf of its members and other participants in the London bullion market, act as OTC market makers and most OTC market
trades are cleared through London. The LBMA plays an important role in setting OTC silver trading industry standards. Members of the London bullion market typically trade with each other and with their clients on a principal-to-principal basis. All
risks, including those of credit, are between the two parties to a transaction. This is known as an OTC market, as opposed to an exchange-traded environment.

Unlike a futures exchange, where trading is based around standard contract units, settlement dates and delivery specifications, the OTC market allows
flexibility. It also provides confidentiality, as transactions are conducted solely between the two principals involved.

London Good Delivery Bar

According to the London Bullion Market Association, the LBMAs London Good Delivery Lists, identify approved refiners of silver. In the OTC market, silver that meets the specifications for weight, dimensions, fineness (or
purity), identifying marks (including the assay stamp of an LBMA-acceptable refiner) and appearance set forth in The Good Delivery Rules for Gold and Silver Bars published by the LBMA are London Good Delivery Bars. A London
Good Delivery must contain between 750 ounces and 1100 ounces of silver with a minimum fineness (or purity) of 999.0 parts per 1000. A London Good Delivery Bar must also bear the stamp of one of refiners who are on the LBMA-approved list. A London
Good Delivery Bar that is acceptable for settlement of any OTC transaction will be acceptable for delivery to the trust in connection with the issuance of Baskets of iShares.

Settlement and Delivery

The basis for settlement of a sale of silver in the LBMA market is delivery of a standard London Good Delivery bar at the London vault nominated by the
dealer who made the sale, by credit to an allocated account, or through a LBMA clearing member to the unallocated account of any third party, according to the LBMA.

Allocated Accounts

According to the LBMA, these accounts are opened when a customer requires metal to be physically segregated and needs a detailed list of weights and
assays. The customer has full title to the metal in the account, with the dealer holding it on the clients behalf as a custodian. Customers holdings are identified in a weight list of bars showing the unique bar number, gross weight, the
assay or fineness of each bar and its fine weight. Credits or debits to the holding will be effected by physical movements of bars to or from the customers physical holding.

Unallocated Accounts

An unallocated account does not have specific bars set aside and the customer only has a general entitlement to the metal. It is the most convenient,
cheapest and most commonly used method of holding metal. Transactions

may be settled by credits or debits to the account while the balance represents the indebtedness between the two parties. Credit balances on the account do
not entitle the creditor to specific silver bars, but are backed by the general stock of the bullion dealer with whom the account is held. The client is an unsecured creditor. Should the client wish to receive actual metal, this is done by
allocating specific bars or equivalent bullion product, the fine silver content of which is then debited from the allocated account, according to the LBMA.

London Market Regulation

Responsibility for the regulation of the major participants in the London bullion market lies with the Financial Services Authority (FSA) under the Financial Services and Markets Act 2000. Under this Act, all UK-based banks, together with
other investment firms, are subject to a range of requirements including capital adequacy, liquidity and systems and controls.

Conduct of business in the London bullion market falls under two jurisdictions dictated by the type of business. The FSA is responsible for
investment business as defined under the Act. For the bullion market, this covers derivatives. The requirements upon firms in their dealings with market professionals are set out in the FSAs Inter-Professional Chapter, the IPC.

For spot, forwards and deposits in silver, which are not
covered by the Act, guidelines for the conduct of business are set out in The London Code of Conduct for Non-Investment Products, the NIPs code. Market practitioners representing the foreign exchange, money and bullion markets in conjunction with
the Bank of England have drawn up this code. It sets out the standards of conduct and professionalism expected between market practitioners with each other and with their clients, according to the London Bullion Market Association.

Futures Exchanges

The most
significant silver futures exchanges are the COMEX, operated by Commodities Exchange, Inc., a subsidiary of New York Mercantile Exchange, Inc., and the Tokyo Commodity Exchange (TOCOM).

Future exchanges seek to provide a neutral, regulated marketplace for the trading of derivatives contracts for commodities.
Future contracts are defined by the exchange for each commodity. For each commodity traded, this contract specifies the precise quality and quantity standards. The contracts terms and conditions also define the location and timing of physical
delivery.

An exchange does not buy or sell those contracts,
but seeks to offer a transparent forum where members, on their own behalf or on the behalf of customers, can trade the contracts in a safe, efficient and orderly manner. During regular trading hours at COMEX, the commodity contracts are traded
through open outcry; a verbal auction in which all bids, offers and trades must be publicly announced to all members. Electronic trading is offered by the exchange after regular market hours. Except for brief breaks to switch between open outcry and
electronic trading in the evening and the morning, silver futures trade almost 24 hours a day, five business days a week.

In addition to the public nature of the pricing, futures exchanges in the United States are regulated at two levels, internal and external governmental
supervision. The internal is performed through self-regulation and consists of regular monitoring of the following: the open-outcry process to insure that it is conducted in conformance with all exchange rules; the financial condition of all
exchange member firms to insure that they continuously meet financial commitments; and the positions of commercial and non-commercial customers to insure that physical delivery and other commercial commitments can be met, and that pricing is not
being improperly affected by the size of any particular customer positions. External governmental oversight is performed by the CFTC, which reviews all the rules and regulations of United States futures exchanges and monitors their enforcement.

The trust will not trade in silver futures contracts on COMEX or on any other futures exchange. The trust will take delivery of physical silver that complies with the LBMA silver delivery rules. Because the trust will not trade in silver
futures contracts on any futures exchange, the trust will not be regulated by the CFTC under the Commodity Exchange Act as a commodity pool, and will not be operated by a CFTC-regulated commodity pool operator. Investors in the trust
will not receive the regulatory protections afforded to investors in regulated commodity pools, nor may COMEX or any futures exchange enforce its rules with respect to the trusts activities. In addition, investors in the trust will not benefit
from the protections afforded to investors in silver futures contracts on regulated futures exchanges.

The
activities of the trust are limited to (1) issuing Baskets of iShares in exchange for the silver deposited with the custodian as consideration, (2) selling silver as necessary to cover the sponsors fee, trust expenses not assumed by the
sponsor and other liabilities and (3) delivering silver in exchange for Baskets of iShares surrendered for redemption. The trust is not actively managed. It does not engage in any activities designed to obtain a profit from, or to ameliorate losses
caused by, changes in the price of silver.

Trust Objective

The objective
of the trust is for the value of the iShares to reflect, at any given time, the price of silver owned by the trust at that time less the trusts expenses and liabilities. The iShares are intended to constitute a simple and cost-effective means
of making an investment similar to an investment in silver. An investment in physical silver requires expensive and sometimes complicated arrangements in connection with the assay, transportation, warehousing and insurance of the metal.
Traditionally, such expense and complications have resulted in investments in physical silver being efficient only in amounts beyond the reach of many investors. The iShares have been designed to remove the obstacles represented by the expense and
complications involved in an investment in physical silver, while at the same time having an intrinsic value that reflects, at any given time, the price of the silver owned by the trust at such time less the trust expenses and liabilities. Although
the iShares are not the exact equivalent of an investment in silver, they provide investors with an alternative that allows a level of participation in the silver market through the securities market.

An investment in iShares is:

Backed by silver held by the custodian on behalf of the trust.

The iShares are backed by the assets of
the trust. The trustees arrangements with the custodian contemplate that at the end of each business day there can be in the trust account no more than 1100 ounces of silver in an unallocated form. Accordingly, the bulk of the trusts
silver holdings is represented by physical silver, identified on the custodians books in allocated and unallocated accounts on behalf of the trust and held by the custodian in England and other locations that may be authorized in the future.

As accessible and easy to handle as any other investment in
shares.

Retail investors may purchase and
sell iShares through traditional brokerage accounts. Because the intrinsic value of each iShare is a function of the price of the silver held by the trust, the cash outlay necessary for an investment in iShares should be less than the amount
required for currently existing means of investing in physical silver. iShares are eligible for margin accounts.

Listed.

Although there can be no assurance that an actively traded market in the iShares will develop, the iShares are listed and trade on the
AMEX under the symbol SLV.

Relatively cost
efficient.

Because the expenses involved
in an investment in physical silver will be dispersed among all holders of iShares, an investment in iShares may represent a cost-efficient alternative to investments in silver for investors not otherwise in a position to participate directly in the
market for physical silver.

Secondary Market Trading

While
the objective of the trust is for the value of the iShares to reflect, at any given time, the price of silver owned by the trust at that time less the trusts expenses and liabilities, iShares may trade at, above or below their

NAV. The NAV of iShares will fluctuate with changes in the market value of the trusts assets. The trading prices of iShares will fluctuate in
accordance with changes in their NAV as well as market supply and demand. The amount of the discount or premium in the trading price relative to the NAV may be influenced by non-concurrent trading hours between the major silver markets and the AMEX.
While the iShares trade on the AMEX until 4:15 P.M. New York time, liquidity in the market for silver may be reduced after the close of the major world silver markets, including London, Zurich and COMEX. As a result, during this time, trading
spreads, and the resulting premium or discount, on iShares may widen. However, given that Baskets of iShares can be created and redeemed in exchange for the underlying amount of silver, the sponsor believes that the arbitrage opportunities may
provide a mechanism to mitigate the effect of such premium or discount.

Valuation of Silver; Computation of Net Asset Value

On each business day, as soon as practicable after 4:00 p.m. (New York time), the trustee evaluates the silver held by the trust and determines the net asset value of the trust. For purposes of making these
calculations, a business day means any day other than a day when the AMEX is closed for regular trading.

The trustee values the trusts silver on the basis of that days announced London Fix. If there is no announced London Fix on a business day,
the trustee is authorized to use the most recently announced London Fix unless the trustee, in consultation with the sponsor, determines that such price is inappropriate as a basis for evaluation.

The LBMA fixings are an open process at which market participants can
transact business on the basis of a single quoted price. Three market making members of the LBMA conduct the silver fixing meeting under the chairmanship of The Bank of Nova Scotia-ScotiaMocatta by telephone at 12:00 noon (London time) each working
day. The other two members of the silver fixing are Deutsche Bank AG and HSBC Bank USA, N.A. Orders executed at the fixing are conducted as principal-to-principal transactions between the client and the dealer through whom the order is placed.
Clients place orders with the dealing rooms of the fixing members, who net all the orders before communicating their interest to their representative at the fixing. The metal price is then adjusted to reflect whether there are more buyers or sellers
at a given price until such time as supply and demand is seen to be balanced. Orders can be changed throughout the proceedings as the price is moved higher and lower until such time as buyers and sellers orders are satisfied and the
price is said to be fixed.

Once the value of the
silver has been determined, the trustee subtracts all accrued fees (other than the fees to be computed by reference to the value of the trust or its assets), expenses and other liabilities of the trust from the total value of the silver and all
other assets of the trust. The resulting figure is the adjusted net asset value of the trust, which is used to compute all fees (including the trustees and the sponsors fees) which are calculated from the value of the trusts
assets.

To determine the net asset value of the trust, the
trustee subtracts from the adjusted net asset value of the trust the amount of accrued fees computed from the value of the trusts assets. The trustee also determines the NAV by dividing the net asset value of the trust by the number of the
iShares outstanding at the time the computation is made.

Trust Expenses

The trusts
only ordinary recurring expense is expected to be the sponsors fee. In exchange for the sponsors fee the sponsor has agreed to assume the following administrative and marketing expenses incurred by the trust: the trustees fee, the
custodians fee, AMEX listing fees, SEC registration fees, printing and mailing costs, audit fees and expenses and up to $100,000 per annum in legal fees and expenses. The sponsor will also pay the costs of the trusts organization and the
initial sale of the iShares, including the applicable SEC registration fees.

The sponsors fee is accrued and paid daily at an annualized rate equal to 0.50% of the adjusted net
asset value of the trust. The trustee will, when directed by the sponsor, and, in the absence of such direction, may, in its discretion, sell silver in such quantity and at such times, as may be necessary to permit payment of the sponsors fee
and of trust expenses or liabilities not assumed by the sponsor. The trustee is authorized to sell silver at such times and in the smallest amounts required to permit such payments as they become due, it being the intention to avoid or minimize the
trusts holdings of assets other than silver. Accordingly, the amount of silver to be sold will vary from time to time depending on the level of the trusts expenses and the market price of silver. The custodian has agreed to purchase from
the trust, at the request of the trustee, silver needed to cover trust expenses at a price equal to the price used by the trustee to determine the value of the silver held by the trust on the date of the sale.

Cash held by the trustee pending payment of the trusts expenses will
not bear any interest. Each sale of silver by the trust will be a taxable event to Shareholders. See United States Federal Tax ConsequencesTaxation of U.S. Shareholders.

Impact of Trust Expenses on the Trusts Net Asset Value

The trust sells silver to raise the funds needed for the payment of the sponsors fee and all trust expenses or liabilities not assumed by the sponsor. See The SponsorThe Sponsors Fee. The
purchase price received as consideration for such sales is the trusts sole source of funds to cover its liabilities. The trust does not engage in any activity designed to derive a profit from changes in the price of silver. Silver not needed
to redeem Baskets of iShares, or to cover the sponsors fee and trust expenses or liabilities not assumed by the trustee, will be held in physical form by the custodian (except for residual amounts not exceeding 1100 ounces which will be held
in unallocated form by the custodian on behalf of the trust). As a result of the recurring sales of silver necessary to pay the sponsors fee and the trust expenses or liabilities not assumed by the sponsor, the net asset value of the trust
and, correspondingly, the fractional amount of silver represented by each iShare will decrease over the life of the trust. New deposits of silver, received in exchange for additional new Baskets issued by the trust, do not reverse this trend.

The following table, prepared by the sponsor, illustrates the
anticipated impact of the sales of silver discussed above on the fractional amount of silver represented by each outstanding iShare. It assumes that the only sales of silver will be those needed to pay the sponsors fee and that the price of
silver and the number of iShares remain constant during the three-year period covered. The table does not show the impact of any extraordinary expenses the trust may incur. Any such extraordinary expenses, if and when incurred, will accelerate the
decrease in the fractional amount of silver represented by each iShare.

The trust was formed on [ ], 2005 when the sponsor and The Bank of New York signed the Trust Agreement and an initial deposit of silver was made in exchange for the issuance of three Baskets.
The purpose of the trust is to own silver transferred to the trust in exchange for iShares issued by the trust. The trust is governed by the Trust Agreement among the sponsor, the trustee, the registered holders and beneficial owners of iShares and
all persons that deposit silver for the purpose of creating iShares. The Trust Agreement sets out the rights of depositors of silver and registered holders of iShares and the rights and obligations of the sponsor and the trustee. New York law
governs the Trust Agreement, the trust and the iShares. The following is a summary of material provisions of the Trust Agreement. It is qualified by reference to the entire Trust Agreement, which is filed as an exhibit to the registration statement
of which the prospectus is a part.

Each iShare represents a
fractional undivided beneficial interest in the net assets of the trust. The assets of the trust consist primarily of silver held by the custodian on behalf of the trust. However, the trust is expected to make daily sales of silver to pay the
sponsors fee and to cover expenses and liabilities not assumed by the sponsor. Such sales result in the trust holding cash for brief periods of time. In addition, there may be other situations where the trust may hold cash. For example, a
claim may arise against the custodian, an Authorized Participant, or any other third party, which is settled in cash. In those situations where the trust unexpectedly receives cash or any other assets, the Trust Agreement provides that no deposits
of silver will be accepted (i.e., there will be no issuance of new iShares) until after the record date for the distribution of such cash or other property has passed. The trust issues iShares only in Baskets of 50,000 or integral multiples
thereof. Baskets of iShares may be redeemed by the trust in exchange for the amount of silver represented by the aggregate number of iShares redeemed. The trust is not a registered investment company under the Investment Company Act of 1940 and is
not required to register under such act.

Deposit of Silver; Issuance of Baskets of iShares

The trust expects to create and redeem iShares on a continuous basis but only in Baskets of 50,000 iShares. Upon the deposit of the corresponding amount of silver with the custodian, and the payment of the
trustees applicable fee and of any expenses, taxes or charges (such as stamp taxes or stock transfer taxes or fees), the trustee will deliver the appropriate number of Baskets to the DTC account of the depositing Authorized Participant. Only
Authorized Participants can deposit silver and receive Baskets of iShares in exchange. As of the date of this prospectus, Barclays Capital Inc, [ ] and
[ ] are the only Authorized Participants. The sponsor and the trustee will maintain a current list of Authorized Participants. Silver deposited with the custodian must meet the
London Good Delivery Standards.

Before making a deposit, the
Authorized Participant must deliver to the trustee a written purchase order indicating the number of Baskets it intends to acquire and the location or locations where it expects to make the corresponding deposit of silver with the custodian. The
trustee will acknowledge the purchase order unless it or the sponsor decides to refuse the deposit as described below under Requirements for Trustee Actions. The date the trustee receives that order will determine the Basket Silver
Amount the Authorized Participant needs to deposit. However, orders received by the trustee after 4:00 p.m. (New York time) on a business day will be treated as received on the next following business day. The trustee has entered into an agreement
with the custodian which contains arrangements so that silver can be delivered to the custodian in England or at other locations that may be authorized in the future.

If the trustee accepts the purchase order, it will transmit to the Authorized Participant, via facsimile or electronic mail
message, no later than 5:00 p.m. (New York time) on the date such purchase order is received, or deemed received, a copy of the purchase order endorsed Accepted by the trustee and indicating the Basket Silver Amount that the Authorized
Participant must deliver to the custodian in exchange for each Basket. Prior to the trustees acceptance as specified above, a purchase order will only represent the Authorized Participants unilateral offer to deposit silver in exchange
for Baskets of iShares and will have no binding effect upon the trust, the trustee, the custodian or any other party.

The Basket Silver Amount necessary for the creation of a Basket changes from day to day. The initial
Basket Silver Amount is 500,000 ounces of silver. On each day that the AMEX is open for regular trading, the trustee adjusts the quantity of silver constituting the Basket Silver Amount as appropriate to reflect sales of silver, any loss of silver
that may occur, and accrued expenses. The computation is made by the trustee as promptly as practicable after 4:00 p.m. (New York time). The Basket Silver Amount so determined is communicated via facsimile or electronic mail message to all
Authorized Participants, and available in the sponsors website for the iShares. It is expected that the AMEX will also publicize the Basket Silver Amount determined by the trustee as indicated above.

Because the sponsor has assumed what are expected to be most of the
trusts expenses, and the sponsors fee accrues daily at the same rate (i.e., 1/365th of the net asset value of the trust multiplied by 0.50%), in the absence of any extraordinary expenses or liabilities the
amount of silver by which the Basket Silver Amount decreases each day is predictable. The trustee intends to make available on each business day, through the same channels used to disseminate the actual Basket Silver Amount, an indicative Basket
Silver Amount for the next business day. Authorized Participants may use that indicative Basket Silver Amount as guidance regarding the amount of silver that they may expect to have to deposit with the custodian in respect of purchase orders placed
by them on such next business day and accepted by the trustee. The agreement entered with each Authorized Participant provides, however, that once a purchase order has been accepted by the trustee, the Authorized Participant will be required to
deposit with the custodian the Basket Silver Amount determined by the trustee on the effective date of the purchase order.

No iShares are issued unless and until the custodian has informed the trustee that it has allocated to the trusts account (except that any amounts
of less than 1100 ounces may be held in the trust account on an unallocated basis) the corresponding amount of silver. In accordance with the procedures that the custodian has agreed to follow in connection with the creation of iShares, silver
received by the custodian no later than 11:30 a.m. (London time) is required to be allocated to the trusts account no later than 9:00 a.m. (New York time) on next day that the custodian is open for business at the place of delivery. All
taxes incurred in connection with the delivery of silver to the custodian in exchange for Baskets of iShares (including any applicable value added tax) will be the sole responsibility of the Authorized Participant making such delivery.

Redemption of Baskets of iShares; Withdrawal of Silver

Authorized Participants, acting on authority of the registered holder of iShares, may surrender Baskets of iShares in exchange for the corresponding Basket Silver Amount announced by the trustee. Upon the surrender of
such iShares and the payment of the trustees applicable fee and of any expenses, taxes or charges (such as stamp taxes or stock transfer taxes or fees), the trustee will deliver to the order of the redeeming Authorized Participant the amount
of silver corresponding to the redeemed Baskets. iShares can only be surrendered for redemption in Baskets of 50,000 iShares each.

Before surrendering Baskets of iShares for redemption, an Authorized Participant must deliver to the trustee a written request indicating the number of
Baskets it intends to redeem and the location where it would like to take delivery of the silver represented by such Baskets. The date the trustee receives that order determines the Basket Silver Amount to be received in exchange. However, orders
received by the trustee after 4:00 p.m. (New York time) on a business day are treated as received on the next following business day.

The custodian may make the silver available for collection at its office or at the office of a sub-custodian if the silver is being held by a
sub-custodian. Silver is delivered at the locations designated by the trustee, in consultation with the custodian. All taxes incurred in connection with the delivery of silver to an Authorized Participant in exchange for Baskets of iShares
(including any applicable value added tax) will be the sole responsibility of the Authorized Participant taking such delivery.

Unless otherwise agreed to by the custodian, silver is delivered to the redeeming Authorized Participants in the form of physical bars only (except that
any amount of less than 1100 ounces may be transferred to an unallocated account of or as ordered by, the redeeming Authorized Participant).

Redemptions may be suspended only (i) during any period in which regular trading on the AMEX is suspended
or restricted or the exchange is closed (other than scheduled holiday or weekend closings), or (ii) during an emergency as a result of which delivery, disposal or evaluation of silver is not reasonably practicable.

Certificates Evidencing the iShares

The iShares are evidenced by certificates executed and delivered by the trustee on behalf of the trust. DTC has accepted the iShares for settlement through its book-entry settlement system. So long as the iShares are eligible for DTC
settlement, there will be only one global certificate evidencing shares that will be registered in the name of a nominee of DTC. Investors will be able to own iShares only in the form of book-entry security entitlements with DTC or direct or
indirect participants in DTC. No investor will be entitled to receive a separate certificate evidencing iShares. Because iShares can only be held in the form of book-entries through DTC and its participants, investors must rely on DTC, a DTC
participant and any other financial intermediary through which they hold iShares to receive the benefits and exercise the rights described in this section. Investors should consult with their broker or financial institution to find out about the
procedures and requirements for securities held in DTC book-entry form.

Cash and Other Distributions

If
the sponsor and trustee determine that there is more cash being held in the trust than is needed to pay the trusts expenses for the next month, the trustee will distribute the extra cash to DTC.

If the trust receives any property other than silver or cash, the trustee
will distribute that property to DTC by any means it thinks is lawful, equitable and feasible. If it cannot make the distribution in that way, the trustee will sell the property and distribute the net proceeds, in the same way as it does with cash.

Registered holders of iShares are entitled to receive these
distributions in proportion to the number of iShares owned. Before making a distribution, the trustee may deduct any applicable withholding taxes and any fees and expenses of the trust that have not been paid. The trustee distributes only whole
United States dollars and cents and is not required to round fractional cents to the nearest whole cent. The trustee is not responsible if it decides that it is unlawful or impractical to make a distribution available to registered holders.

Voting Rights

iShares do not
have any voting rights. However, registered holders of at least 25% of the iShares have the right to require the trustee to cure any material breach by it of the Trust Agreement, and registered holders of at least 75% of the iShares have the right
to require the trustee to terminate the Trust Agreement as described below.

Fees and Expenses of the Trustee



Each deposit of silver for the creation of Baskets of iShares and each surrender of Baskets of iShares for the purpose of withdrawing trust property (including if the Trust
Agreement terminates) must be accompanied by a payment to the trustee of a fee of $2,000 (or such other fee as the trustee, with the prior written consent of the sponsor, may from time to time announce).



The trustee will be entitled to reimburse itself from the assets of the trust for all expenses and disbursements incurred by it for extraordinary services it may provide to the
trust or in connection with any discretionary action the trustee may take to protect the trust or the interests of the holders.

In addition to the fee payable to the sponsor (See The SponsorThe Sponsors Fee), the following expenses are paid out of the assets of the trust:



any expenses or liabilities of the trust that are not assumed by the sponsor;



any taxes and other governmental charges that may fall on the trust or its property;



expenses and costs of any action taken by the trustee or the sponsor to protect the trust and the rights and interests of holders of iShares; and



any indemnification of the sponsor as described below.

The trustee sells the trusts silver from time to time as necessary to permit payment of the fees and expenses that the trust is required to pay. See Business
of the TrustTrust Expenses.

The trustee is not
responsible for any depreciation or loss incurred by reason of sales of silver made in compliance with the Trust Agreement.

Payment of Taxes

The trustee
may deduct the amount of any taxes owed from any distributions it makes. It may also sell trust assets, by public or private sale, to pay any taxes owed. Registered holders of iShares will remain liable if the proceeds of the sale are not enough to
pay the taxes.

Evaluation of Silver and the Trust Assets

See Business of the TrustValuation of Silver; Computation of Net Asset Value.

Amendment and Termination

The
sponsor and the trustee may agree to amend the Trust Agreement without the consent of the holders of iShares. If an amendment imposes or increases fees or charges, except for taxes and other governmental charges, or prejudices a substantial right of
holders of iShares, it will not become effective for outstanding iShares until 30 days after the trustee notifies DTC of the amendment. At the time an amendment becomes effective, by continuing to hold iShares, investors are deemed to agree to
the amendment and to be bound by the Trust Agreement as amended.

The trustee will terminate the Trust Agreement if:



the trustee is notified that the iShares are delisted from the AMEX and are not approved for listing on another national securities exchange within five business days of their
delisting;



holders of at least 75% of the outstanding iShares notify the trustee that they elect to terminate the trust;



60 days have elapsed since the trustee notified the sponsor of the trustees election to resign and a successor trustee has not been appointed and accepted its appointment;



the SEC determines that the trust is an investment company under the Investment Company Act of 1940, as amended, and the trustee has actual knowledge of that determination;



the aggregate market capitalization of the trust, based on the closing price for the iShares, was less than $350 million on each of five consecutive trading days and the trustee
receives, within six months from the last of those trading days, notice that the sponsor has decided to terminate the trust;



the CFTC determines that the trust is a commodity pool under the Commodity Exchange Act and the trustee has actual knowledge of that determination; or

the trust fails to qualify for treatment, or ceases to be treated, as a grantor trust for United States federal income tax purposes and the trustee receives notice that the sponsor
has determined that the termination of the trust is advisable.

If not terminated earlier by the trustee, the trust will terminate in 2045, on the fortieth anniversary of its creation. The trustee will notify DTC at least 30 days before the date for termination of the Trust Agreement. After termination,
the trustee and its agents will do the following under the Trust Agreement but nothing else: (1) collect distributions pertaining to trust property, (2) pay the trusts expenses and sell silver as necessary to meet those expenses and (3)
deliver trust property upon surrender and cancellation of iShares. Ninety days or more after termination, the trustee may sell any remaining trust property by public or private sale. After that, the trustee will hold the money it received on the
sale, as well as any other cash it is holding under the Trust Agreement for the pro rata benefit of the registered holders that have not surrendered their iShares. It will not invest the money and has no liability for interest. The trustees
only obligations will be to account for the money and other cash, after deduction of applicable fees, trust expenses and taxes and governmental charges.

Limitations on Obligations and Liability

The Trust Agreement expressly limits the obligations of the sponsor and the trustee. It also limits the liability of the sponsor and the trustee. The sponsor and the trustee:



are only obligated to take the actions specifically set forth in the Trust Agreement without negligence or bad faith;



are not liable if either of them is prevented or delayed by law or circumstances beyond their control from performing their obligations under the Trust Agreement;



are not liable if they exercise discretion permitted under the Trust Agreement;



have no obligation to prosecute a lawsuit or other proceeding related to the iShares or the Trust Agreement on behalf of the holders of iShares or on behalf of any other person;



may rely upon any documents they believe in good faith to be genuine and to have been signed or presented by the proper party.

In addition, the sponsor will be indemnified by the trust for any liability or expense it
incurs without negligence, bad faith or willful misconduct on its part.

Requirements for Trustee Actions

Before the trustee delivers or registers a transfer of iShares, makes a distribution on iShares, or permits withdrawal of trust property, the trustee may require:



payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any iShares or trust property;



satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and



compliance with regulations it may establish, from time to time, consistent with the Trust Agreement, including presentation of transfer documents.

The trustee may suspend the delivery or registration of transfers of iShares, or may refuse a
particular deposit or transfer at any time when the transfer books of the trustee are closed or if the trustee or the sponsor thinks it necessary or advisable for any reason. Redemptions may be suspended only (i) during any period in which regular
trading on the AMEX is suspended or restricted or the exchange is closed (other than scheduled holiday or weekend closings), or (ii) during an emergency as a result of which delivery, disposal or evaluation of silver is not reasonably
practicable.

DTC will act as securities depository for the iShares. DTC is a limited-purpose trust company organized under the laws of the State of New York, a member
of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934, as amended. DTC was created to hold securities of its participants and to facilitate the clearance and settlement of transactions in such securities among the DTC Participants through electronic book-entry changes. This eliminates the need for
physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations, some of whom (and/or their representatives) own DTC. Access to the
DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly. DTC agrees with and represents to its
participants that it will administer its book-entry system in accordance with its rules and by-laws and requirements of law.

Individual certificates will not be issued for the iShares. Instead, a global certificate will be signed by the trustee on behalf of the trust, registered
in the name of Cede & Co., as nominee for DTC, and deposited with the trustee on behalf of DTC. The global certificate will represent all of the iShares outstanding at any time.

Upon the settlement date of any creation, transfer or redemption of iShares, DTC will credit or debit, on its book-entry
registration and transfer system, the amount of the iShares so created, transferred or redeemed to the accounts of the appropriate DTC Participants. The trustee and the DTC Participants will designate the accounts to be credited and charged in the
case of creation or redemption of iShares.

Beneficial
ownership of the iShares will be limited to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. Owners of beneficial interests in the iShares will be shown on, and the transfer of
ownership will be effected only through, records maintained by DTC (with respect to DTC Participants), the records of DTC Participants (with respect to Indirect Participants, and the records of Indirect Participants (with respect to beneficial
owners that are not DTC Participants or Indirect Participants). Beneficial owners are expected to receive from or through the DTC Participant a written confirmation relating to their purchase of the iShares.

Investors may transfer the iShares through DTC by instructing the DTC
Participant or Indirect Participant through which the Shareholders hold their iShares to transfer the iShares. Transfers will be made in accordance with standard securities industry practice.

DTC may decide to discontinue providing its service for the iShares by giving
notice to the trustee and the sponsor. Under such circumstances, the trustee and the sponsor will either find a replacement for DTC to perform its functions at a comparable cost or, if a replacement is unavailable, deliver separate certificates for
iShares to the DTC Participants having iShares credited to their accounts.

The rights of the Shareholders generally must be exercised by DTC Participants acting on their behalf in accordance with the rules and procedures of DTC.

The Trust Agreement provides that, as long as the iShares are represented by a global certificate registered in the name of
DTC or its nominee, as described above, the trustee will be entitled to treat DTC as the holder of the iShares.

The sponsor is a
Delaware corporation and a subsidiary of Barclays Bank PLC. The sponsors principal office is located at 45 Fremont Street, San Francisco, CA 94105.

The Sponsors Role

The
sponsor will arrange for the creation of the trust, the registration of the iShares for their public offering in the United States and the listing of the iShares on the AMEX. The sponsor has agreed to assume the following administrative and
marketing expenses incurred by the trust: the trustees fee, the custodians fee, AMEX listing fees, SEC registration fees, printing and mailing costs, audit fees and expenses and up to $100,000 per annum in legal fees and expenses. The
sponsor will also pay the costs of the trusts organization and the initial sale of the iShares, including the applicable SEC registration fees.

The sponsor will not exercise day-to-day oversight over the trustee or the custodian. The sponsor may remove the trustee and appoint a successor trustee
if the trustee ceases to meet certain objective requirements (including the requirement that it have capital, surplus and undivided profits of at least $150 million) or if, having received written notice of a material breach of its obligations under
the Trust Agreement, the trustee has not cured the breach within thirty days. The sponsor also has the right to replace the trustee during the ninety days following any merger, consolidation or conversion in which the trustee is not the surviving
entity or, in its discretion, on the fifth anniversary of the creation of the trust or on any subsequent third anniversary thereafter. The sponsor also has the right to approve any new or additional custodian that the trustee may wish to appoint.

The Sponsors Fee

The
sponsors fee accrues and is paid daily at an annualized rate equal to 0.50% of the adjusted net asset value of the trust.

The Bank of New
York, a banking corporation organized under the laws of the State of New York with trust powers, will serve as the trustee. The Bank of New York has a trust office at 101 Barclay Street, Floor 6E, New York, New York 10286. The Bank of New York is
subject to supervision by the New York State Banking Department and the Board of Governors of the Federal Reserve System. Information regarding creation and redemption Basket composition, NAV of the trust, transaction fees and the names of the
parties that have each executed an Authorized Participant Agreement may be obtained from The Bank of New York by calling the following number: (212) 815-6250. A copy of the Trust Agreement is available for inspection at The Bank of New Yorks
trust office identified above. The Bank of New York had at least $150 million in capital and retained earnings as of December 31, 2004.

The Trustees Role

The
trustee is responsible for the day-to-day administration of the trust. This includes (1) processing orders for the creation and redemption of Baskets; (2) coordinating with the custodian the receipt and delivery of silver transferred to, or by, the
trust in connection with each issuance and redemption of Baskets; (3) calculating the net asset value and the adjusted net asset value of the trust on each business day; and (4) selling the trusts silver as needed to cover the trusts
expenses. In addition, the trustee will prepare the financial statements of the trust.

The trustees fees are paid by the sponsor.

The trustee and any of its affiliates may from time to time purchase or sell iShares for their own account, as agent for their customers and for accounts over which they exercise investment discretion.

THE CUSTODIAN

JPMorgan Chase Bank N.A., a national banking association, acting through its
London branch, will serve as the custodian of the trusts silver.

The Custodians Role

The
custodian is responsible for safekeeping the silver deposited into the trust in connection with the creation of Baskets. The custodian is appointed by the trustee and is responsible to the trustee only. The custodian has no obligation to accept any
additional delivery on behalf of the trust if, after giving effect to such delivery, the total value of the trusts silver held by the custodian exceeds $1 billion. If this limit is exceeded, the sponsor anticipates that the trustee, with the
consent of the sponsor, would retain an additional custodian. While the sponsor will seek any agreement with an additional custodian to be at least as protective of the interests of the trust as the current agreement is, the actual terms and
conditions of such agreement will only be negotiated at the time such additional custodian becomes necessary. The identity of such additional custodian, as well as market conditions prevailing at the time, may, among other factors, result in the
need to hire an additional custodian under terms and conditions significantly different from those in the agreement with JPMorgan Chase Bank N.A., London branch. For example, the duration of the agreement with the additional custodian, its fees, the
maximum amount of silver that the additional custodian will hold on behalf of the trust, the scope of the additional custodians liability (including with respect to silver held by subcustodians) and the additional custodians standard of
care may not be exactly the same as in the agreement with JPMorgan Chase Bank N.A., London branch.

The custodian is responsible for conducting certain limited inspections of the silver delivered by an Authorized Participant and exercising a level of
care similar to that used for its own account. However, the custodian is not responsible for conducting any chemical or other tests designed to verify that such silver meets the purity requirements referred to in the Trust Agreement.

The custodian has agreed to purchase from the trust, at the request of the
trustee, silver needed to cover trust expenses at a price equal to the price used by the trustee to determine the value of the silver held by the trust on the date of the sale.

The custodian and any of its subsidiaries and affiliates may from time to time purchase or sell iShares for their own
account, as agent for their customers and for accounts over which they exercise investment discretion.

Custody of the Trusts Silver

The following is a description of the material provisions of the custodian agreement between the trustee and JPMorgan Chase Bank N.A., London branch, as the custodian under which the custodian will hold the silver that belongs to the trust.
For additional information, see the form of custodian agreement that is filed as an exhibit to the registration statement of which this prospectus is a part. The custodians registered office is 125 London Wall, London, EC2Y 5AJ, England.
English law governs the custodian agreement.

The custodian
will receive and hold silver that is deposited for the account of the trust. The custodian will release silver from the trusts account when instructed in writing by the trustee, and not otherwise.

The custodian may keep the trusts silver at locations in England or
with the consent of the trustee and the sponsor, in other places. The custodian may, at its own expense and risk, use subcustodians to discharge its obligations to the trust under the custodian agreement. The custodian has agreed that it will only
retain subcustodians if they agree to grant to the trustee and the independent accountants of the trust access to records and inspection rights similar to those granted by JPMorgan Chase Bank N.A., London branch, in its agreement with the trustee.
The custodian will remain responsible to the trustee for any silver held by any subcustodian appointed by the custodian to the same extent as if such silver were held by the custodian itself.

When instructed by the trustee, the custodian will make silver from the
trusts account available for collection at its office or at the office of a subcustodian where the silver is being held or will deliver up to 1100 ounces of silver on an unallocated basis to any account maintained with it or, if the custodian
considers it lawful and practical, to an account maintained with any other custodial institution. As a result, in connection with redemptions of shares, silver may be received on an unallocated basis in an account maintained anywhere (if the
custodian considers it lawful and practical to do so), or silver may be collected at any of the physical locations where the custodian is holding the trusts silver in England, to the extent the silver is available in any particular location.

The custodian has agreed to use reasonable care in the
performance of its duties to the trust, and will only be responsible for any loss or damage suffered by the trust as a direct result of the custodians negligence, fraud or willful default in the performance of its duties. The custodians
liability to the trust, if any, will be limited to the value of any silver lost, or the amount of any balance held on an unallocated basis, at the time of the custodians negligence, fraud or willful default.

None of the custodian, or its directors, employees, agents or affiliates will
incur any liability to the trust if, by reason of any law or regulation, or of an act of God, terrorism or other circumstance beyond the custodians control, the custodian is prevented or forbidden from, or delayed in, performing its
obligations under the custodian agreement. The custodian has agreed to indemnify the trustee for any loss or liability directly resulting from a breach of the custodians representations and warranties in the custodian agreement, a failure of
the custodian to act in accordance with the trustees instructions or any physical loss, destruction or damage to the silver held for the trusts account, except for losses due to nuclear accidents, terrorism, riots, acts of God,
insurrections, strikes and similar causes beyond the control of the custodian for which the custodian will not be responsible to the trust. The custodian will be responsible for the trusts silver held at subcustodians to the same extent as if
that silver were in the custodians own vault.

The trust has agreed to indemnify the custodian for any loss incurred in connection with the custodian
agreement, other than losses due to the custodians negligence, fraud or willful default.

The custodian may hold silver for the account of the trust on an unallocated basis. However, the custodian must take reasonable action to minimize the amount of bullion in the trusts account that is on an
unallocated basis, and the custodian must allocate silver bars to the account of the trust so that no more than 1100 ounces of silver are held for the trusts account on an unallocated basis at the end of each business day of the custodian.

The custodian has agreed to maintain insurance in support of
its custodial obligations under the custodian agreement, including covering any loss of silver. The custodian has the right to reduce, cancel or allow to expire without replacement this insurance coverage, provided that it gives prior written notice
to the trustee. In the case of a cancellation or expiration without replacement, the required notice must be at least 30 days prior to the last day of coverage. The insurance is held for the benefit of the custodian, not for the benefit of the Trust
or the trustee, and the trustee may not submit a claim under the insurance maintained by the custodian.

Either the trustee or the custodian may terminate the custodian agreement on 60 days prior notice.

The following discussion of the material United States federal income tax consequences that generally will apply to the purchase, ownership and disposition of iShares by a U.S. Shareholder (as defined below), and
certain United States federal income consequences that may apply to an investment in iShares by a Non-U.S. Shareholder (as defined below), represents, insofar as it describes conclusions as to United States federal income tax law and subject to the
limitations and qualifications described therein, the opinion of Clifford Chance US LLP, special United States federal income tax counsel to the sponsor. The discussion below is based on the Code, Treasury Regulations promulgated thereunder and
judicial and administrative interpretations of the Code, all as in effect on the date of this prospectus and all of which are subject to change either prospectively or retroactively. The tax treatment of Shareholders may vary depending upon their
own particular circumstances. Certain Shareholders (including banks, financial institutions, insurance companies, tax-exempt organizations, broker-dealers, traders, persons holding iShares as a position in a hedging,
straddle, conversion, or constructive sale transaction for United States federal income tax purposes, persons whose functional currency is not the United States dollar, or other investors with special
circumstances) may be subject to special rules not discussed below. In addition, the following discussion applies only to investors who will hold iShares as capital assets within the meaning of section 1221 of the Code. Moreover, the
discussion below does not address the effect of any state, local or foreign tax law on an owner of iShares. Purchasers of iShares are urged to consult their own tax advisors with respect to all federal, state, local and foreign tax law
considerations potentially applicable to their investment in iShares.

For purposes of this discussion, a U.S. Shareholder is a Shareholder that is:

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An individual who is treated as a citizen or resident of the United States for United States federal income tax purposes;

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A corporation or partnership (or entity treated as a corporation or partnership for United States federal income tax purposes) created or organized in or under the laws of the
United States or any political subdivision thereof, including the District of Columbia;

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An estate, the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or

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A trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to
control all substantial decisions of the trust, or a trust that has made a valid election under applicable Treasury Regulations to be treated as a domestic trust.

A Shareholder that is not a U.S. Shareholder as defined above is considered a Non-U.S. Shareholder for purposes of this
discussion.

Taxation of the Trust

The
sponsor and the trustee will treat the trust as a grantor trust for United States federal income tax purposes. In the opinion of Clifford Chance US LLP, although not free from doubt due to the lack of directly governing authority, the
trust will be classified as a grantor trust for United States federal income tax purposes. As a result, the trust itself will not be subject to United States federal income tax. Instead, the trusts income and expenses will
flow through to the Shareholders, and the trustee will report the trusts income, gains, losses and deductions to the IRS on that basis. The opinion of Clifford Chance US LLP represents only its best legal judgment and is not
binding on the IRS or any court. Accordingly, there can be no assurance that the IRS will agree with the conclusions of counsels opinion and it is possible that the IRS or another tax authority could assert a position contrary to one or all of
those conclusions and that a court could sustain that contrary position. Neither the sponsor nor the trustee will request a ruling from the IRS with respect to the classification of the trust for United States federal income tax purposes. If the IRS
were to assert successfully that the trust is not classified

as a grantor trust, the trust would be classified as a partnership for United States federal income tax purposes, which may affect timing and
other tax consequences to the Shareholders.

The following
discussion assumes that the trust will be classified as a grantor trust for United States federal income tax purposes.

Taxation of U.S. Shareholders

Shareholders will be treated, for United States federal income tax purposes, as if they directly owned a pro rata share of the underlying assets held in the trust. Shareholders also will be treated as if they directly received their
respective pro rata shares of the trusts income, if any, and as if they directly incurred their respective pro rata shares of the trusts expenses. In the case of a Shareholder that purchases iShares for cash, its initial tax basis in its
pro rata share of the assets held in the trust at the time it acquires its iShares will be equal to its cost of acquiring the iShares. In the case of a Shareholder that acquires its iShares as part of a creation of a Basket, the delivery of silver
to the trust in exchange for the underlying silver represented by the iShares will not be a taxable event to the Shareholder, and the Shareholders tax basis and holding period for the Shareholders pro rata share of the silver held in the
trust will be the same as its tax basis and holding period for the silver delivered in exchange therefor. For purposes of this discussion, and unless stated otherwise, it is assumed that all of a Shareholders iShares are acquired on the same
date and at the same price per iShare. Shareholders that hold multiple lots of iShares, or that are contemplating acquiring multiple lots of iShares, should consult their own tax advisers as to the determination of the tax basis and holding period
for the underlying silver related to such iShares.

When the
trust sells silver, for example to pay expenses, a Shareholder will recognize gain or loss in an amount equal to the difference between (a) the Shareholders pro rata share of the amount realized by the trust upon the sale and (b) the
Shareholders tax basis for its pro rata share of the silver that was sold. A Shareholders tax basis for its share of any silver sold by the trust generally will be determined by multiplying the Shareholders total basis for its
share of all of the silver held in the trust immediately prior to the sale, by a fraction the numerator of which is the amount of silver sold, and the denominator of which is the total amount of the silver held in the trust immediately prior to the
sale. After any such sale, a Shareholders tax basis for its pro rata share of the silver remaining in the trust will be equal to its tax basis for its share of the total amount of the silver held in the trust immediately prior to the sale,
less the portion of such basis allocable to its share of the silver that was sold.

Upon a Shareholders sale of some or all of its iShares, the Shareholder will be treated as having sold the portion of its pro rata share of the silver held in the trust at the time of the sale that is
attributable to the iShares sold. Accordingly, the Shareholder generally will recognize gain or loss on the sale in an amount equal to the difference between (a) the amount realized pursuant to the sale of the iShares, and (b) the Shareholders
tax basis for the portion of its pro rata share of the silver held in the trust at the time of sale that is attributable to the iShares sold, as determined in the manner described in the preceding paragraph.

A redemption of some or all of a Shareholders iShares in exchange for
the underlying silver represented by the iShares redeemed generally will not be a taxable event to the Shareholder. The Shareholders tax basis for the silver received in the redemption generally will be the same as the Shareholders tax
basis for the portion of its pro rata share of the silver held in the trust immediately prior to the redemption that is attributable to the iShares redeemed. The Shareholders holding period with respect to the silver received should include
the period during which the Shareholder held the iShares redeemed. A subsequent sale of the silver received by the Shareholder will be a taxable event.

After any sale or redemption of less than all of a Shareholders iShares, the Shareholders tax basis for its pro rata share of the silver held
in the trust immediately after such sale or redemption generally will be equal to its tax basis for its share of the total amount of the silver held in the trust immediately prior to the sale or

redemption, less the portion of such basis which is taken into account in determining the amount of gain or loss recognized by the Shareholder upon such sale
or, in the case of a redemption, is treated as the basis of the silver received by the Shareholder in the redemption.

Maximum 28% Long-Term Capital Gains Tax Rate for U.S. Shareholders Who Are Individuals

Under current law, gains recognized by individuals from the sale of collectibles, including silver, held for more than one year are taxed at a
maximum rate of 28%, rather than the current 15% rate applicable to most other long-term capital gains. For these purposes, gain recognized by an individual upon the sale of an interest in a trust that holds collectibles is treated as gain
recognized on the sale of collectibles, to the extent that the gain is attributable to unrealized appreciation in value of the collectibles held by the trust. Therefore, any gain recognized by an individual U.S. Shareholder attributable to a sale of
iShares held for more than one year, or attributable to the trusts sale of any silver which the Shareholder is treated (through its ownership of iShares) as having held for more than one year, generally will be taxed at a maximum rate of 28%.
The tax rates for capital gains recognized upon the sale of assets held by an individual U.S. Shareholder for one year or less or by a taxpayer other than an individual United States taxpayer are generally the same as those at which ordinary income
is taxed.

Brokerage Fees and Trust Expenses

Any brokerage or other transaction fee incurred by a Shareholder in purchasing iShares will be treated as part of the Shareholders tax basis in the underlying assets of the trust. Similarly, any brokerage fee incurred by a Shareholder
in selling iShares will reduce the amount realized by the Shareholder with respect to the sale.

Shareholders will be required to recognize the full amount of gain or loss upon a sale of silver by the trust (as discussed above), even though some or
all of the proceeds of such sale are used by the trustee to pay trust expenses. Shareholders may deduct their respective pro rata shares of each expense incurred by the trust to the same extent as if they directly incurred the expense. Shareholders
who are individuals, estates or trusts, however, may be required to treat some or all of the expenses of the trust as miscellaneous itemized deductions. Individuals may deduct certain miscellaneous itemized deductions only to the extent they exceed
2% of adjusted gross income. In addition, such deductions may be subject to phase-outs and other limitations under applicable provisions of the Code.

Investment by Regulated Investment Companies

Mutual funds and other investment vehicles which are regulated investment companies within the meaning of Code section 851 should consult with their tax advisors concerning (i) the likelihood that an
investment in iShares, although they are a security within the meaning of the Investment Company Act of 1940, may be considered an investment in the underlying silver for purposes of Code section 851(b), and (ii) the extent to which an
investment in iShares might nevertheless be consistent with preservation of their qualification under Code section 851.

Investment by Certain Retirement Plans

The purchase of iShares as an investment for an IRA, or for a participant-directed account maintained under any plan that is tax-qualified under section 401(a) of the Code, may be treated as the acquisition of a collectible that
is treated as a taxable distribution from the account to the owner of the IRA, or to the participant for whom the plan account is maintained, of an amount equal to the cost to the account of acquiring the collectible. Such treatment would apply if
an accounts purchase of iShares would be treated, for these purposes, as the acquisition of an interest in the underlying silver held in the trust, and such bullion (i) is not treated as in the physical possession of the IRA trustee, or (ii)
is of a fineness less than the minimum fineness of a contract market (as defined in 7 United States Code § 7) required for a regulated futures contract. In this regard, it is noted that, a

private letter ruling has been issued by the IRS, to a taxpayer other than the Sponsor, upon facts and circumstances arguably similar to those presented by
the Offering of iShares hereunder, in which the IRS concluded that the acquisition of shares by a custodian or trustee of an individual retirement account or an individually-directed account would not constitute the acquisition of a collectible for
purposes of Section 408(m) of the Code. Private letter rulings may only be relied upon by the taxpayer requesting it, and, as such, the ruling noted in the foregoing sentence may not be relied upon with respect to the offering of iShares hereunder.
Persons considering the purchase of iShares by an IRA, or by a participant-directed account under a Code section 401(a) plan, should consult their own tax advisers as to whether such purchase will be treated as resulting in a taxable distribution to
the IRA owner or plan participant. See also ERISA and Related Considerations.

Taxation of Non-U.S. Shareholders

A Non-U.S. Shareholder generally will not be subject to United States federal income tax with respect to gain recognized upon the sale or other disposition of iShares, or upon the sale of silver by the trust, unless (1) the Non-U.S.
Shareholder is an individual and is present in the United States for 183 days or more during the taxable year of the sale or other disposition, and the gain is treated as being from United States sources; or (2) the gain is effectively connected
with the conduct by the Non-U.S. Shareholder of a trade or business in the United States and certain other conditions are met.

United States Information Reporting and Backup Withholding

The trustee will file certain information returns with the IRS in connection with the trust. A U.S. Shareholder may be subject to United States backup withholding tax in certain circumstances unless it provides its
taxpayer identification number and complies with certain certification procedures. Non-U.S. Shareholders may have to comply with certification procedures to establish that they are not a United States person in order to avoid the information
reporting and backup withholding tax requirements.

The amount
of any backup withholding will be allowed as a credit against a Shareholders United States federal income tax liability and may entitle such a Shareholder to a refund, provided that the required information is furnished to the IRS.

Taxation in Jurisdictions Other Than the United States

Prospective purchasers of iShares that are based in or acting out of a jurisdiction other than the United States are advised to consult their own tax advisers as to the tax consequences, under the laws of such
jurisdiction (or any other jurisdiction not being the United States to which they are subject), of their purchase, holding, sale and redemption of or any other dealing in iShares and, in particular, as to whether any value added tax, other
consumption tax or transfer tax is payable in relation to such purchase, holding, sale, redemption or other dealing.

ERISA AND RELATED CONSIDERATIONS

The Employee Retirement Income Security Act of 1974 (ERISA) and/or section 4975 of the Code impose certain requirements on employee benefit plans and certain other plans and arrangements, including individual retirement accounts and
annuities, Keogh plans, and certain collective investment funds or insurance company general or separate accounts in which such plans or arrangements are invested, that are subject to ERISA and/or the Code (collectively, Plans), and on persons who
are fiduciaries with respect to the investment of assets treated as plan assets of a Plan. Government plans and some church plans are not subject to the fiduciary responsibility provisions of ERISA or the provisions of section 4975 of
the Code, but may be subject to substantially similar rules under state or other federal law.

In contemplating an investment of a portion of Plan assets in iShares, the Plan fiduciary responsible for
making such investment should carefully consider, taking into account the facts and circumstances of the Plan, the Risk Factors discussed above and whether such investment is consistent with its fiduciary responsibilities, including, but
not limited to: (a) whether the fiduciary has the authority to make the investment under the appropriate governing plan instrument; (b) whether the investment would constitute a direct or indirect non-exempt prohibited transaction with a party in
interest; (c) the Plans funding objectives; and (d) whether under the general fiduciary standards of investment prudence and diversification such investment is appropriate for the Plan, taking into account the overall investment policy of the
Plan, the composition of the Plans investment portfolio and the Plans need for sufficient liquidity to pay benefits when due.

It is anticipated that the iShares will constitute publicly-held offered securities as defined in Department of Labor Regulations §
2510.3-101(b)(2). Accordingly, iShares purchased by a Plan, and not the Plans interest in the underlying silver held in the trust represented by the iShares, should be treated as assets of the Plan, for purposes of applying the fiduciary
responsibility and prohibited transaction rules of ERISA and the Code. See also United States Federal Tax ConsequencesInvestment by Certain Retirement Plans.

In addition
to, and independent of the initial purchase by the Initial Purchaser (described below), the trust issues iShares in Baskets to Authorized Participants in exchange for deposits of silver on a continuous basis. Because new iShares can be created and
issued on an ongoing basis, at any point during the life of the trust, a distribution, as such term is used in the Securities Act, will be occurring. Authorized Participants, other broker-dealers and other persons are cautioned that some
of their activities will result in their being deemed participants in a distribution in a manner which would render them statutory underwriters and subject them to the prospectus delivery and liability provisions of the Securities Act. For example,
an Authorized Participant, other broker-dealer firm or its client will be deemed a statutory underwriter if it purchases a Basket from the trust, breaks the Basket down into the constituent iShares and sells the iShares to its customers; or if it
chooses to couple the creation of a supply of new iShares with an active selling effort involving solicitation of secondary market demand for the iShares. A determination of whether a particular market participant is an underwriter must take into
account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that would lead to
designation as an underwriter.

Investors that purchase iShares
through a commission/fee-based brokerage account may pay commissions/ fees charged by the brokerage account. We recommend that investors review the terms of their brokerage accounts for details on applicable charges.

Dealers that are not underwriters but are participating in a
distribution (as contrasted to ordinary secondary trading transactions), and thus dealing with iShares that are part of an unsold allotment within the meaning of Section 4(3)(C) of the Securities Act, would be unable to take advantage of
the prospectus-delivery exemption provided by Section 4(3) of the Securities Act.

The sponsor intends to qualify the iShares in states selected by the sponsor and that sales be made through broker-dealers who are members of the NASD. Investors intending to create or redeem Baskets through
Authorized Participants in transactions not involving a broker-dealer registered in such investors state of domicile or residence should consult their legal advisor regarding applicable broker-dealer or securities regulatory requirements under
the state securities laws prior to such creation or redemption.

Barclays Capital Inc. is the Initial Purchaser. On [ ], 2005, the Initial Purchaser agreed to purchase 150,000 iShares, which compose the initial Baskets. As consideration for the initial Baskets, the trust received
from the Initial Purchaser 1,500,000 ounces of silver. The Initial Purchaser intends to make a public offering of the initial Baskets at a per iShare offering price that will vary, depending among other factors, on the price of silver and the
trading price of the iShares on the AMEX at the time of the offer. iShares offered by the Initial Purchaser at different times may have different offering prices. The Initial Purchaser will not receive from the trust, the sponsor or any of their
affiliates any fee or other compensation in connection with the sale of the iShares. With respect to sale of the iShares comprising the initial Baskets and in the event that the Initial Purchaser or any affiliate acts as Authorized Participant, it
may receive commissions/fees from investors who purchase iShares.

The trust will not bear any expenses in connection with the offering or sales of the initial Baskets of iShares. The sponsor has agreed to indemnify the Initial Purchaser against certain liabilities, including liabilities under the
Securities Act of 1933, and to contribute to payments that the Initial Purchaser may be required to make in respect thereof.

Because the NASD views the iShares as interests in a direct participation program, no NASD-member, or person associated with a member, will participate in
a public offering of iShares except in compliance with Rule 2810 of the NASD Conduct Rules. Neither the Initial Purchaser nor the Authorized Participants receive from the trust or the sponsor any compensation in connection with an offering of
the iShares. Accordingly, there is, and will be, no payment of underwriting compensation in connection with any such offering in excess of 10% of the gross proceeds of the offering for commissions and 0.5% for due diligence.

The Initial Purchaser and the Sponsor, each of whom is a subsidiary of Barclays Bank PLC, have a working
relationship involving the development of business opportunities within the Barclays Bank PLC group. Affiliates of the Initial Purchaser may act as dealers with respect to the iShares.

The Initial Purchaser will not act as an Authorized Participant with respect to the initial Baskets, and its activities with
respect to the initial Baskets will be distinct from those of an Authorized Participant.

The Initial Purchaser has represented, warranted and agreed that:



the offering of the iShares will be made on a private placement basis in Canada (in the provinces of British Columbia, Ontario and Quebec) (1) through the Initial Purchaser or its
affiliates who are permitted under applicable securities laws or available exemptions to offer and sell the iShares in Canada; (2) solely to purchasers who are entitled under applicable provincial securities laws to purchase the iShares without the
benefit of a prospectus qualified under the securities laws; and (3) in the case of purchasers in provinces other than Ontario, without the services of a dealer registered pursuant to those securities laws;



the offering and sale of iShares in Japan can only be effected through a licensed Commodity Investment Dealer (shohin toushi hanbai gyosha) or a person exempt under the
law Concerning Regulations of Commodities Investment Business (Commodities Law). The prospectus cannot be distributed in Japan other than to a licensed Commodity Investment Dealer or a person exempt under the Commodities Law;



the offering and sale of iShares in Switzerland will be on the basis of a non-public offering. This prospectus does not constitute a prospectus according to articles 652a or 1156 of
the Swiss Federal Code of Obligations and the iShares may not be offered or distributed on a professional basis in or from Switzerland and neither this prospectus nor any other offering material relating to the iShares may be publicly issued in
connection with any such offer or distribution. The iShares have not been and will not be approved by any Swiss regulatory authority. In particular, neither the iShares nor the trust are or will be supervised by the Swiss Federal Banking Commission,
and investors may not claim protection under the Swiss Investment Fund Act;

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the trust is a collective investment scheme as defined in the Financial Services and Markets Act 2000. The trust has not been authorized, or otherwise recognized or approved, by the
Financial Services Authority and, as an unregulated scheme, it accordingly cannot be promoted in the United Kingdom to the general public. The Initial Purchaser has represented, warranted and agreed that it will promote the trust in the United
Kingdom in accordance with applicable law and regulation only to (1) persons who are investment professionals (as defined in Article 14(5) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order
2001 (the CIS Order)); (2) persons who are within any of the categories of persons described in Article 22 of the CIS Order; or (3) persons to whom this prospectus may otherwise lawfully be communicated;

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this prospectus has not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act, Chapter 289 of Singapore (the
SFA). Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the iShares may not be circulated or distributed, nor may the iShares be offered
or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to the public or any member of the public in Singapore other than (i) to an institutional investor or other person specified in Section
274 of the SFA, (ii) to a sophisticated investor, and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA;



it will comply with the Securities Sales Prospectus Act (Wertpapier-Verkaufsprospektgesetz, the WV Act) of the Federal Republic of Germany and all other applicable legal
and regulatory requirements. In particular, the Initial Purchaser represents that it has not engaged and agrees that it will not engage in a public offering (öffentliches Angebot) within the meaning of the WV Act with respect to any iShares
otherwise than in accordance with the WV Act;

the iShares may not be offered, sold or distributed in Spain save in compliance with the requirements of the Spanish Securities Market Law (Ley 24/1988, de 28 de julio, del Mercado
de Valores), as amended and restated, and Royal Decree 291/1992 on Issues and Public Offerings of Securities (Real Decreto 291/1992, de 27 de marzo, sobre Emisiones y Ofertas Púiblicas de Venta de Valores), as amended and restated, and other
applicable Spanish laws and regulations;



the iShares may not be acquired by or offered, directly or indirectly to, individuals or entities in the Netherlands and this prospectus may not be circulated in the Netherlands as
part of initial distribution or at any time thereafter, except to individuals or entities whose ordinary business or profession is (1) to trade or invest in securities or (2) involves the acquisition and disposal of investment objects of the same
kind as the assets or a substantial part of the assets of the trust, in either case within the meaning of Article 1 of the regulation dated October 9, 1990 (as amended) issued pursuant to Article 14 of the Investment Institutions Supervision Act
(Wet Toezicht Beleggingsinstellingen) of 27 June 1990;

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the offering of the iShares has not been registered pursuant to the Italian securities legislation and, accordingly, the Initial Purchaser has represented and agreed that it has not
offered or sold, and will not offer or sell, any iShares in the Republic of Italy in a solicitation to the public, and that sales of the iShares in the Republic of Italy shall be effected in accordance with all Italian securities, tax and exchange
control and other applicable laws and regulations. The Initial Purchaser has represented and agreed that it will not offer, sell or deliver any iShares or distribute copies of this prospectus or any other document relating to the iShares in the
Republic of Italy except: (1) to Professional Investors, as defined in Article 31.2 of CONSOB Regulation No. 11522 of 1 July 1998 as amended (Regulation No. 11522), pursuant to Article 30.2 and 100 of Legislative Decree No.
58 of 24 February 1998 as amended (Decree No. 58), or in any other circumstances where an expressed exemption to comply with the solicitation restrictions provided by Decree No. 58 or CONSOB Regulation No. 11971 of 14 May 1999 as amended
applies, provided, however, that any such offer, sale or delivery of the iShares or distribution of copies of this prospectus or any other document relating to the iShares in the Republic of Italy must be: (a) made by investment firms, banks or
financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree No. 385 of 1 September 1993 as amended (Decree No. 385), Decree No. 58, Regulation No. 11522 and any other
applicable laws and regulations; and (b) in compliance with any other applicable notification requirement or limitation which may be imposed by CONSOB or the Bank of Italy; or (2) if Italian residents submit unsolicited offers to the Initial
Purchaser to purchase the iShares; and



(1) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any iShares other than to persons whose ordinary business is to buy or sell shares
or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) and (2) it has not issued and will not issue any
advertisement, invitation or document relating to the iShares, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the
securities laws of Hong Kong) other than with respect to iShares which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors within the meaning of the Securities and Futures Ordinance
(Chapter 571 of the Laws of Hong Kong) and any rules made thereunder.

In addition, this prospectus has not been submitted to the registration procedures of the French Autorité des Marchés Financiers and, accordingly, the iShares may not be offered or sold to the public in France. Offers and
sales of the iShares in France may be made only to qualified investors (investisseurs qualifiés) in accordance with Article L.411-2 of the French Code monétaire et financier and decree no. 98-880 dated 1 October 1998 (the French
Code). This prospectus or any other offering material relating to the iShares may not be distributed in France to any person other than a qualified investor, as defined in the French Code.

The validity of
the iShares has been passed upon for the sponsor by Clifford Chance US LLP, New York, New York, who, as special United States tax counsel to the sponsor, will also render an opinion regarding the material federal income tax consequences relating to
the iShares.

License Agreement

Without conceding that the operation of the trust or the marketing or
trading in iShares would infringe upon any intellectual property owned by The Bank of New York, the sponsor has entered into a license agreement with The Bank of New York under which The Bank of New York grants to the sponsor a perpetual, world
wide, non-exclusive, non-transferable license under The Bank of New Yorks patents and patent applications that cover securitized silver products solely for the purpose of establishing, operating and marketing any securitized silver financial
product that is sold, sponsored or issued by the sponsor.

EXPERTS

The Statement of Financial Condition
of the trust as of [ ], 2005 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent registered public accounting firm, given on the authority of said firm as
experts in accounting and auditing.

WHERE YOU CAN FIND MORE
INFORMATION

The sponsor has filed on behalf of the trust a
registration statement on Form S-1 with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement (including the exhibits to the registration statement), parts of which have
been omitted in accordance with the rules and regulations of the SEC. For further information about the trust or the iShares, please refer to the registration statement, which you may inspect, without charge, at the public reference facilities of
the SEC at the below address or online at www.sec.gov, or obtain at prescribed rates from the public reference facilities of the SEC at the below address.

The trust is subject to the informational requirements of the Exchange Act and the sponsor will, on behalf of the trust, file certain reports and other
information with the SEC. The sponsor will file an updated prospectus annually for the trust pursuant to the Securities Act. The reports and other information can be inspected at the public reference facilities of the SEC located at 450 Fifth
Street, N.W., Washington, D.C. 20549 and online at www.sec.gov. You may also obtain copies of such material from the public reference facilities of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. You may obtain
more information concerning the operation of the public reference facilities of the SEC by calling the SEC at 1-800-SEC-0330 or visiting online at www.sec.gov.

The iShares Silver Trust (the Trust) was organized on [ ], 2005 as a New York Trust. The trustee is The Bank of New York (the Trustee) and is
responsible for the day to day administration of the Trust. The Trusts sponsor is Barclays Global Investors International Inc. (the Sponsor), a Delaware corporation and a subsidiary of Barclays Bank PLC.

The objective of the Trust is for the value of the iShares to reflect, at any
given time, the price of silver owned by the Trust at that time, less the Trusts expenses and liabilities. The Trust is designed to provide a vehicle for investors to own interests in silver bullion.

The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America, and the Trusts prospectus. The preparation of financial
statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

A. Silver
Bullion

For financial statement purposes, the
silver bullion is valued at the lower of cost or market, using the average cost method. Gain or loss on sales of silver bullion is calculated on a trade date basis. Fair value of the silver bullion is based on the London Fix.

The following table summarizes activity in silver bullion during the period
covered by this financial statement:

Ounces

CarryingValue

MarketValue

RealizedGain/Loss

Beginning balance



$



$



Silver contributed

[ ]

[ ]

[ ]

$



Silver distributed









Silver sold









Ending balance

[ ].00

$

[ ]

$

[ ]

$



B. Redeemable Capital
Shares

Shares of the Trust are classified as
redeemable for financial statement purposes, since they are subject to redemption as follows. Trust shares are issued and redeemed continuously in aggregations of 50,000 shares in exchange for silver bullion rather than cash. Individual
investors cannot purchase or redeem shares in direct transactions with the Trust. The Trust only deals with registered broker-dealers eligible to settle securities transactions through the book-entry facilities of the Depository Trust Company and
which have entered into a contractual arrangement with the Trust and the Sponsor governing, among other matters, the creation and redemption processes (such broker-dealers the Authorized Participants). Holders of shares of the Trust may
redeem their shares at any time acting through an Authorized Participant and in the prescribed aggregations of 50,000 shares; provided, that redemptions of shares may be suspended during any period while regular trading on the AMEX is suspended or
restricted, or in which an emergency exists as a result of which delivery, disposal or evaluation of silver is not reasonably practicable.

The per-share amount of silver exchanged for a purchase or redemption is calculated daily by the Trustee, using the London Fix to calculate the silver
amount in respect of any liabilities for which covering silver sales have not yet been made, and represents the per-share amount of silver held by the Trust, after giving effect to its liabilities, sales to cover expenses and liabilities and any
losses that may have occurred.

When silver is exchanged in settlement of a redemption, it is considered a sale of silver for financial
statement purposes.

Due to the expected continuing sales and
redemption of capital stock and the three day period for share settlement the Trust reflects capital shares sold as a receivable, rather than as contra equity. Shares redeemed are reflected as a liability on the trade date. Outstanding Trust shares
are reflected at redemption value, which is the net asset value per share at the period ended date. Adjustments to redemption value are reflected in retained earnings.

Net asset value is computed by deducting all accrued fees, expenses and other liabilities of the Trust, including the
Trustees and Sponsors fees, from the fair value of the silver bullion held by the Trust.

Activity in redeemable capital shares is as follows:

Shares

Amount

Balance at the opening of business on [ ], 2005



$



Shares redeemed





Shares issued

[ ]

[ ]

Adjustment to redemption value





Balance at close of business on [ ], 2005

[ ]

$

[ ]

C. Federal Income
Taxes

The Trust is treated as a grantor
trust for federal income tax purposes and, therefore, no provision for federal income taxes is required. Any interest, and gains and losses are deemed passed through to the holders of shares of the Trust.

D. Expenses

The Trust will pay to the Sponsor a Sponsors fee that will accrue
daily at an annualized rate equal to 0.50% of the adjusted daily net asset value of the Trust, paid in arrears. The Sponsor has agreed to assume the following administrative and marketing expenses incurred by the Trust: the Trustees fee, the
custodians fee, AMEX listing fees, SEC registration fees, printing and mailing costs, audit fees and expenses, and up to $100,000 per annum in legal fees and expenses. The Sponsor has also paid the costs of the Trusts organization and
the initial sales of the iShares, including applicable SEC registration fees.

E. Related Parties

The
Sponsor and the Trustee are considered to be related parties to the Trust. The Trustees fee is paid by the Sponsor and is not a separate expense of the Trust.

F. Indemnifications

Under the Trusts organizational documents, the Sponsor is indemnified against any liability or expense it incurs without negligence, bad faith or
willful misconduct on its part. The Trusts maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred.

2. Concentration Risk

Substantially all of the Trusts assets are holdings of silver bullion, which creates a concentration risk associated
with fluctuations in the price of silver. Accordingly, a decline in the price of silver will have an adverse effect on the value of the shares of the Trust. Factors that may have the effect of causing a decline in the price of silver include large
sales by the official sector (governments, central banks and related institutions), an increase in the hedging activities of silver producers, and changes in the attitude towards silver of speculators and other market participants.]

Until [], 2005, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments
or subscriptions

The trust shall not bear any expenses incurred in connection with the
issuance and distribution of the securities being registered. These expenses shall be paid by the sponsor.

Item 14. Indemnification of Directors and Officers.

Section 5.6(b) of the Trust Agreement provides that the trustee shall indemnify the sponsor, its directors, employees and agents against, and hold each of them harmless from, any loss, liability, cost, expense or
judgment (including reasonable fees and expenses of counsel) (i) caused by the negligence or bad faith of the trustee or (ii) arising out of any information furnished in writing to the sponsor by the trustee expressly for use in the registration
statement, or any amendment thereto, filed with the SEC relating to the iShares that is not materially altered by the sponsor.

Section 5.6(d) of the Trust Agreement provides that the sponsor and its shareholders, directors, officers, employees, affiliates (as such term is defined
under the Securities Act of 1933, as amended) and subsidiaries shall be indemnified from the trust and held harmless against any loss, liability or expense incurred without their (1) negligence, bad faith, willful misconduct or willful malfeasance
arising out of or in connection with the performance of its obligations under the Trust Agreement or any actions taken in accordance with the provisions of the Trust Agreement or (2) reckless disregard of their obligations and duties under the Trust
Agreement.

Item 15. Recent Sales of Unregistered Securities.

Not applicable.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

Exhibit No.

Description

1.1

Form of Distribution Agreement

4.1

Form of Depositary Trust Agreement

4.2

Form of Authorized Participant Agreement

5.1

Form of Opinion of Clifford Chance US LLP as to legality

8.1

Form of Opinion of Clifford Chance US LLP as to tax matters

10.1

Form of Custodian Agreement

23.1

Consent of PricewaterhouseCoopers*

23.2

Consents of Clifford Chance US LLP are included in Exhibits 5.1 and 8.1

24.1

Powers of attorney are included on the signature page to this registration statement.

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; and

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To provide to the underwriter at the closing specified
in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(4) That insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, California, on June 15, 2005.

Barclays Global Investors International Inc.

sponsor of the iShares Silver Trust

By:

/s/ BLAKE R. GROSSMAN

Blake R. Grossman

Chief Executive Officer  President

By:

/s/ FRANCIS S. RYAN

Francis S. Ryan

Chief Financial Officer

POWER OF
ATTORNEY

Each person whose signature appears below hereby
constitutes Blake R. Grossman and Francis S. Ryan, and each of them singly, his true and lawful attorneys-in-fact with full power to sign on behalf of such person, in the capacities indicated below, any and all amendments to this registration
statement and any subsequent related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and generally to do all such things in the name and on behalf of such person, in the capacities indicated below, to enable
the Registrant to comply with the provisions of the Securities Act of 1933 and all requirements of the Securities and Exchange Commission thereunder, hereby ratifying and confirming the signature of such person as it may be signed by said
attorneys-in-fact, or any of them, on any and all amendments to this registration statement or any such subsequent related registration statement.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities* and on
the dates indicated.

Signature

Capacity

Date

/s/ BLAKE R. GROSSMAN

Blake R. Grossman

Chief Executive Officer  Director  President

June 15, 2005

/s/ RICHARD T. RICCI

Richard T. Ricci

Director

June 15, 2005

*

The Registrant will be a trust and the persons are signing in their capacities as officers or directors of Barclays Global Investors International Inc., the sponsor of the
Registrant.